Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation Plan

v3.20.4
Stock-Based Compensation Plan
12 Months Ended
Dec. 31, 2020
Stock-Based Compensation Plan [Abstract]  
Stock-Based Compensation Plan NOTE 12. STOCK-BASED COMPENSATION PLAN

Under the Company’s current 2015 Stock Incentive Plan (the “2015 Plan”), the Company’s Board of Directors (the “Board of Directors”) has flexibility to determine the type and amount of awards to be granted to eligible participants, who must be employees, directors, officers or consultants of the Company or its subsidiaries. The 2015 Plan allows for grants of incentive stock options, nonqualified stock options, restricted stock awards, stock appreciation rights, and restricted units. The aggregate number of shares of common stock that may be granted through awards under the 2015 Plan to any employee in any calendar year may not exceed 500 shares. The 2015 Plan will continue in effect until December 2025 unless terminated sooner.  As of December 31, 2020, the number of shares authorized and reserved for issuance under the 2015 Plan is 6,800 shares, subject to automatic annual increase equal to 5% of the total number of shares of the Company’s outstanding common stock.

Options Granted:

During the year ended December 31, 2020, the Company issued stock options for an aggregate of 1,098 shares under the 2015 Plan to directors and employees of the Company. The options issued during the year ended December 31, 2020 generally vest and become exercisable over a period of one year to five years and expire ten years from the date of the grant.

For computing the fair value of the stock-based awards, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model with the following assumptions:

2020

2019

2018

Number of options

1,098

188

1,938

Option vesting period

1 - 5 Years

1 - 3 Years

1 - 5 Years

Grant price (per share)

$9.99 - $16.93

$13.21

$6.80 - $10.21

Dividend yield

0.59% - 1.00%

0.76%

0.00% - 1.09%

Expected volatility (a)

40.9% - 44.2%

41.0% - 41.2%

40.6% - 42.5%

Risk-free interest rate

0.41% - 0.65%

1.88% - 1.93%

2.65% - 3.09%

Expected life (years) (b)

5.31 - 6.50

5.31 - 6.00

5.00 - 6.50

Weighted average fair value (per share)

$3.72 - $6.89

$4.87 - $5.13

$2.77 - $4.08

(a)Expected volatility is based upon the Company’s historical volatility.

(b)Because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term for these grants, the Company utilized the simplified method in developing an estimate of the expected term of these options.

Using these assumptions, the fair value of the stock options granted during the years ended December 31, 2020, 2019, and 2018 was $5,310, $952, and $6,059, respectively, which will be amortized as stock-based compensation expense over the vesting period of the options.

Stock Award Granted:

On September 14, 2020, the Company issued and granted to the Executive Chairman a stock award of 244 shares under the 2015 Plan which vested immediately. The fair value of the stock award was calculated as of the date of grant using the closing market price. The grant date fair value of the stock award granted during the year ended December 31, 2020 was $3,314, which was immediately recognized to selling, general and administrative expenses.

Market Condition Restricted Shares Granted:

On August 27, 2020, the Company issued and granted to an employee a restricted stock award of 100 restricted shares under the 2015 Plan, of which 100 restricted shares will vest if, on or before August 27, 2023, the Fair Market Value (as defined in the Plan) of the Company’s common stock shall have equaled or exceeded $15.00 per share for twenty consecutive trading days. For computing the fair value of the 100 restricted shares with a market condition, the fair value of the restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. Subsequent to year end, the market-based condition was met and the restricted shares became fully vested.

On January 7, 2019, the Company issued and granted to an employee a restricted stock award of 350 restricted shares under the 2015 Plan, that will vest as follows: (A) the stock award will vest and become nonforfeitable if, on or before January 7, 2024, the closing price of the Company’s common stock shall have equaled or exceeded $15.00 per share for twenty consecutive trading days (such 20th day being the “Price Trigger Date”); and (B) once the Price Trigger Date occurs, (i) 117 shares of the Company’s common stock shall vest on each of the first and second anniversary of the Price Trigger Date; and (ii) 116 shares of the Company’s common stock shall vest on the third anniversary of the Price Trigger Date. For computing the fair value of the 350 restricted shares with a market condition, the fair value of each restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. Subsequent to year end, the market-based condition was met and the Price Trigger Date occurred.

On January 7, 2019, the Company issued and granted to an employee a restricted stock award of 150 restricted shares under the 2015 Plan, that will vest as follows: (A) the stock award will vest and become nonforfeitable if, on or before January 7, 2024, the closing price of the Company’s common stock shall have equaled or exceeded $15.00 per share for twenty consecutive trading days (such 20th day being the Price Trigger Date); and (B) once the Price Trigger Date occurs, the shares shall equally vest on each of the first, second, third and fourth anniversary of the Price Trigger Date. For computing the fair value of the 150 restricted shares with a market condition, the fair value of each restricted stock award grant has been estimated as of the date of grant using the Monte-Carlo pricing model with the assumptions below. Subsequent to year end, the market-based condition was met and the Price Trigger Date occurred.

August 27, 2020

January 7, 2019

Number issued

100

500

Vesting period

$15.00 stock price target

$15.00 stock price target

Grant price (per share)

$12.72

$10.21

Dividend yield

0.79%

0.0%

Expected volatility

41.1%

42.4%

Risk-free interest rate

0.19%

2.53%

Expected term (years)

0.52

4.28 - 5.28

Weighted average fair value (per share)

$9.91

$7.92

Using these assumptions, the fair value of the market condition restricted stock awards granted on August 27, 2020 was approximately $991 and January 7, 2019 was approximately $3,753.

The total non-cash stock compensation expense related to stock options and restricted stock awards recorded by the Company was as follows:

Year Ended December 31,

2020

2019

2018

Restricted stock awards

$

1,488

$

1,058

$

1,158

Stock options

1,989

1,891

1,494

Stock awards

3,314

-

-

Total

$

6,791

$

2,949

$

2,652

For the years ended December 31, 2020, 2019, and 2018, the majority of stock-based compensation costs were classified as selling, general and administrative expense. A summary of changes in outstanding options and restricted stock awards during the year ended December 31, 2020 is as follows:

Options

Weighted Average Exercise Price

Aggregate Intrinsic Value

Restricted Stock Awards

Outstanding at December 31, 2019

3,911

$

7.72

$

22,840

600

Granted

1,098

13.89

100

Exercised or vested

(308)

7.00

-

Expired

(800)

8.75

(100)

Cancelled

-

-

-

Forfeited

-

-

-

Outstanding at December 31, 2020

3,901

$

9.30

$

23,802

600

Options exercisable at December 31, 2020

2,088

7.48

$

16,536

The following table summarizes the exercise price range, weighted average exercise price, and remaining contractual lives by significant ranges for options outstanding and exercisable as of December 31, 2020:

Remaining Life In Years

Weighted Average

Exercise Price Range

Outstanding

Exercisable

Outstanding

Exercisable

Exercise Price

$4.38 - $12.51

2,868

1,990

5.4

5.4

$

7.20

$12.51 - $16.93

1,033

98

9.0

7.4

$

13.23

3,901

2,088

6.0

5.5

$

7.48

The intrinsic value of options exercised was $2,006, $607, and $315 during the years ended December 31, 2020, 2019, and 2018, respectively. The intrinsic value of restricted stock awards vested was $0, $3,252, and $2,720 during the years ended December 31, 2020, 2019, and 2018, respectively. Total fair value of options vested during the years ended December 31, 2020, 2019, and 2018 was $1,722, $1,610, and $1,757, respectively. Total fair value of restricted stock awards vested during the years ended December 31, 2020, 2019, and 2018 was $0, $919, and $1,076, respectively.

The fair value of unvested restricted stock awards is determined based on the market price of our shares of common stock on the grant date or using the Monte-Carlo pricing model. As of December 31, 2020, there were 1,814 unvested stock options and unrecognized compensation cost of $7,413 related to unvested stock options, as well as 600 unvested restricted stock awards and unrecognized compensation cost of $2,430 related to unvested restricted stock awards. Unrecognized compensation cost of unvested stock options and restricted stock awards are expected to be recognized over the weighted average period of 2.6 years and 2.3 years, respectively.