XML 31 R18.htm IDEA: XBRL DOCUMENT v3.22.0.1
Equity-Based Compensation
12 Months Ended
Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

10.

Equity-Based Compensation

The Company issues stock options and restricted stock in exchange for services of key employees and independent directors. In accordance with current accounting standards, the calculated cost of its equity-based compensation awards is recognized in the Company’s consolidated statements of operations over the period in which an employee or director is required to provide the services for the award. Compensation cost will not be recognized for employees or directors that do not render the requisite services. The Company recognizes the expense for equity-based compensation in its consolidated statements of operations on a straight-line basis based upon the number of awards that are ultimately expected to vest.

Equity-based compensation expense, the corresponding tax benefit and net equity-based compensation expense for 2021, 2020, and 2019 are as follows:

 

 

 

2021

 

 

2020

 

 

2019

 

(amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Equity-based compensation expense

 

$

2,640

 

 

$

2,483

 

 

$

1,748

 

Tax benefit

 

 

(654

)

 

 

 

 

 

 

Net equity-based compensation expense

 

$

1,986

 

 

$

2,483

 

 

$

1,748

 

 

On September 17, 2020, the shareholders approved the Company’s 2020 Equity Award Plan (2020 Plan). Under the provisions of the 2020 Plan, stock options, restricted stock, stock appreciation rights, and other awards may be granted or awarded to key employees and independent directors of the Company, as well as non-employees. The Compensation Committee of the Board of Directors determines the nature, amount, pricing and vesting of the grants or awards. All options and awards remain in effect until the earliest of the expiration, exercise, or surrender date. Options generally become exercisable in three or four equal installments, typically beginning one year from the date of grant, and expire no more than 15 years from the date of grant. A total of 1,950,000 shares may be granted or awarded under the

2020 plan, of which 1,581,616 were available for grant as of December 31, 2021.

On May 12, 2010, the shareholders approved the Company’s 2010 Equity Award Plan (2010 Plan). Under the provisions of the 2010 Plan, stock options, restricted stock, stock appreciation rights, and other awards may be granted or awarded to key employees and independent directors of the Company, as well as non-employees. The Compensation Committee of the Board of Directors determines the nature, amount, pricing and vesting of the grants or awards. All options and awards remain in effect until the earliest of the expiration, exercise, or surrender date. Options generally become exercisable in three or four equal installments, typically beginning one year from the date of grant, and expire no more than 15 years from the date of grant. There are no shares or options available for grant under this plan as of December 31, 2021.

On April 26, 2000, the shareholders approved the Company’s 2000 Equity Award Plan (Equity Plan). Under the provisions of the Equity Plan, stock options, restricted stock, stock appreciation rights, and other awards could previously be granted or awarded to key employees and independent directors of the Company. The Compensation Committee of the Board of Directors determined the nature, amount, pricing, and vesting of the grants or awards. All options and awards remain in effect until the earlier of the expiration, exercise, or surrender date. Options generally become exercisable in three or four equal annual installments, typically beginning one year from the date of grant, and expire no more than 15 years from the date of grant. In certain limited instances, options granted at fair market value were expected to vest nine and one-half years from the date of grant. There are no shares or options available for grant under this plan as of December 31, 2021.

 

Under the Company’s 1991 Restricted Stock Plan, a total of 800,000 shares of restricted stock may be granted to certain key employees, 20,116 of which are available for grant as of December 31, 2021.

The Company granted 105,906 stock options during 2021 from the 2020 Equity Award Plan. The options vest ratably over three years, and are being expensed over that period. There were no other stock options granted during 2021. The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock options granted on the date of grant. The per-option weighted-average fair value on the date of grant of stock options was $3.46.

The Company granted 173,010 stock options during 2020 and 26,500 stock options during 2019 from the 2010 Equity Award Plan. The options vest ratably over three years, and are being expensed over that period. The Company utilizes the Black-Scholes option-pricing model to estimate the fair value of stock options granted on the date of grant. The per-option weighted-average fair value on the date of grant of stock options granted in 2020 and 2019 was $1.77 and $1.26, respectively.

The fair value of the options at the date of grant was estimated using the following weighted-average assumptions for the years ended December 31, 2021, 2020, and 2019:

 

 

 

2021

 

 

2020

 

 

2019

 

Expected life (years)

 

 

5.1

 

 

 

3.7

 

 

 

3.7

 

Dividend yield

 

 

%

 

 

%

 

 

%

Risk-free interest rate

 

 

0.8

%

 

 

2.2

%

 

 

2.2

%

Expected volatility

 

 

41.9

%

 

 

36.1

%

 

 

36.1

%

 

The Company used historical volatility calculated using daily closing prices for its common stock over periods that equal the expected term of the options granted to estimate the expected volatility for the grants made in 2021, 2020, and 2019. The risk-free interest rate assumption was based upon U.S. Treasury yields appropriate for the expected term of the Company’s stock options based upon the date of grant. The expected term of the stock options granted was based upon the options expected vesting schedule and historical exercise patterns. The Company did not pay a dividend in 2021, 2020, or 2019, and does not anticipate paying a dividend in the future.

During 2021, 2020, and 2019, the Company issued restricted stock to certain key employees. The stock vests over a period of three or four years, with 33% or 25% of the stock issued vesting one year from the date of grant, and another 33% or 25% vesting each year thereafter until the stock is fully vested. The Company is recognizing compensation expense for these shares ratably over the expected term of the restricted stock, which is three or four years. In the event the Company issued stock to its independent directors, the stock vests at retirement. As the independent directors are eligible for retirement from the Company’s Board of Directors at any point in time, the Company will recognize the expense associated with these shares on the date of grant. The shares of restricted stock issued are considered outstanding, can be voted, and are eligible to receive dividends, if any are paid. However, the restricted shares do not include a non-forfeitable right for the holder to receive dividends and none will be paid in the event the awards do not vest. Accordingly, only vested shares of outstanding restricted stock are included in the calculation of basic earnings per share.

During 2021, the Company granted 79,917 shares with a performance condition to senior management from the 2020 Equity Award Plan. The closing price of the Company’s stock on that day was $9.17 per share. Under these grant agreements, the Company’s cumulative three-year non-GAAP earnings per share for the years 2021, 2022, and 2023 must equal or exceed $2.01 for 100% of the grants to vest. If the combined cumulative three-year non-GAAP earnings per share is 80% or more but less than 100% of the earnings per share target, a pro-rata portion of the grants shall vest. If at least 80% of the three-year non-GAAP earnings per share target is not met, the grants will expire. The performance share units have a grant date fair value of approximately $0.7 million and the Company is expensing these grants over the derived service period. Of the 79,917 performance shares granted during 2021, no shares were cancelled during 2021, and 79,917 shares were outstanding as of December 31, 2021.

During 2020, the Company granted 115,410 shares with a performance condition to senior management from the 2010 Equity Award Plan. The closing price of the Company’s stock on that day was $5.88 per share. Under these grant agreements, the Company’s cumulative three-year non-GAAP earnings per share for the years 2020, 2021, and 2022 must equal or exceed $1.77 for 100% of the grants to vest. If the combined cumulative three-year non-GAAP earnings per share is 80% or more but less than 100% of the earnings per share target, a pro-rata portion of the grants shall vest. If at

least 80% of the three-year non-GAAP earnings per share target is not met, the grants will expire. The performance share units have a grant date fair value of approximately $0.7 million and the Company is expensing these grants over the derived service period. Of the 115,410 performance shares granted during 2020, no shares were cancelled during 2021, and 115,410 shares were outstanding as of December 31, 2021.

During 2019, the Company granted 217,542 shares with a performance condition to senior management from the 2010 Equity Award Plan. The closing price of the Company’s stock on that day was $4.93 per share. Under these grant agreements, the Company’s cumulative three-year non-GAAP earnings per share for the years 2019, 2020, and 2021 must equal or exceed $1.42 for 100% of the grants to vest. If the combined cumulative three-year non-GAAP earnings per share is 80% or more but less than 100% of the earnings per share target, a pro-rata portion of the grants shall vest. If at least 80% of the three-year non-GAAP earnings per share target is not met, the grants will expire. The performance share units have a grant date fair value of approximately $1.1 million and the Company is expensing these grants over the derived service period. These shares vested at 100% of the grant as the performance target was exceeded. Of the 217,542 performance shares granted during 2019, no shares were canceled during 2021, and 217,542 shares were outstanding as of December 31, 2021.

As of December 31, 2021, total remaining stock-based compensation expense for non-vested equity-based compensation was approximately $3.1 million, which is expected to be recognized on a weighted-average basis over the next 27 months. Historically, the Company has issued shares out of treasury stock to fulfill the share requirements from stock option exercises and restricted stock grants.

A summary of stock option activity under the 2020 Plan, 2010 Plan, and Equity Plan is as follows:

 

 

 

2020 Plan

Options

 

 

Weighted-

Average

Exercise

Price

 

 

2010 Plan

Options

 

 

Weighted-

Average

Exercise

Price

 

 

Equity Plan

Options

 

 

Weighted-

Average

Exercise

Price

 

Outstanding at December 31, 2018

 

 

 

 

$

 

 

 

800,155

 

 

$

12.18

 

 

 

447,550

 

 

$

5.42

 

Granted

 

 

 

 

$

 

 

 

26,500

 

 

$

4.20

 

 

 

 

 

$

 

Exercised

 

 

 

 

$

 

 

 

(45,096

)

 

$

4.95

 

 

 

(80,000

)

 

$

3.57

 

Canceled or forfeited

 

 

 

 

$

 

 

 

(50,325

)

 

$

6.97

 

 

 

(72,125

)

 

$

5.57

 

Expired

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at December 31, 2019

 

 

 

 

$

 

 

 

731,234

 

 

$

12.69

 

 

 

295,425

 

 

$

5.89

 

Granted

 

 

 

 

$

 

 

 

173,010

 

 

$

5.88

 

 

 

 

 

$

 

Exercised

 

 

 

 

$

 

 

 

(45,096

)

 

$

4.95

 

 

 

 

 

$

 

Canceled or forfeited

 

 

 

 

$

 

 

 

 

 

$

 

 

 

(50,125

)

 

$

7.18

 

Expired

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at December 31, 2020

 

 

 

 

$

 

 

 

859,148

 

 

$

11.73

 

 

 

245,300

 

 

$

5.62

 

Granted

 

 

105,906

 

 

$

9.17

 

 

 

 

 

$

 

 

 

 

 

$

 

Exercised

 

 

 

 

$

 

 

 

(45,096

)

 

$

4.95

 

 

 

(65,300

)

 

$

5.61

 

Canceled or forfeited

 

 

 

 

$

 

 

 

(27,500

)

 

$

12.16

 

 

 

 

 

$

 

Expired

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at December 31, 2021

 

 

105,906

 

 

$

9.17

 

 

 

786,552

 

 

$

12.10

 

 

 

180,000

 

 

$

5.63

 

Options Exercisable at December 31, 2021

 

 

 

 

$

 

 

 

662,381

 

 

$

13.29

 

 

 

180,000

 

 

$

5.63

 

 

Under the 2010 Plan, there were 45,096 shares exercised in each of 2021, 2020, and 2019. Under the Equity Plan there were 65,300 shares exercised in 2021, no shares exercised in 2020, and 80,000 shares exercised in 2019.  For 2021, 2020, and 2019, the intrinsic value of the options exercised under the Equity Plan was $0.3 million, less than $0.1 million, and $0.1 million, respectively, and under the 2010 Plan was $0.1 million for 2021, $0.0 million for 2020, and less than $0.1 million in 2019.

A summary of restricted stock activity under the 2020 Plan, 2010 Plan, the Equity Plan and the 1991 Restricted Stock Plan is as follows:

 

 

 

2020 Plan

Restricted

Stock

 

 

Weighted-

Average

Fair Value

 

 

2010 Plan

Restricted

Stock

 

 

Weighted-

Average

Fair Value

 

 

Equity Plan

Restricted

Stock

 

 

Weighted-

Average

Fair Value

 

 

1991

Restricted

Stock Plan

 

 

Weighted-

Average

Fair Value

 

Outstanding at Dec. 31, 2018

 

 

 

 

$

 

 

 

850,927

 

 

$

6.65

 

 

 

40,000

 

 

$

4.97

 

 

 

56,117

 

 

$

5.87

 

Granted

 

 

 

 

$

 

 

 

636,268

 

 

$

4.42

 

 

 

 

 

$

 

 

 

 

 

$

 

Released

 

 

 

 

$

 

 

 

(112,160

)

 

$

5.59

 

 

 

 

 

$

 

 

 

(20,868

)

 

$

6.40

 

Canceled or forfeited

 

 

 

 

$

 

 

 

(228,151

)

 

$

6.80

 

 

 

 

 

$

 

 

 

(10,874

)

 

$

5.15

 

Outstanding at Dec. 31, 2019

 

 

 

 

$

 

 

 

1,146,884

 

 

$

5.49

 

 

 

40,000

 

 

$

4.97

 

 

 

24,375

 

 

$

5.75

 

Granted

 

 

 

 

$

 

 

 

599,928

 

 

$

5.02

 

 

 

 

 

$

 

 

 

 

 

$

 

Released

 

 

 

 

$

 

 

 

(131,949

)

 

$

5.02

 

 

 

 

 

$

 

 

 

(11,470

)

 

$

5.75

 

Canceled or forfeited

 

 

 

 

$

 

 

 

(129,878

)

 

$

5.41

 

 

 

 

 

$

 

 

 

(1,925

)

 

$

5.75

 

Outstanding at Dec. 31, 2020

 

 

 

 

$

 

 

 

1,484,985

 

 

$

5.35

 

 

 

40,000

 

 

$

4.97

 

 

 

10,980

 

 

$

5.75

 

Granted

 

 

267,036

 

 

$

9.55

 

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

Released

 

 

(11,912

)

 

$

9.44

 

 

 

(408,232

)

 

$

5.13

 

 

 

(40,000

)

 

$

4.97

 

 

 

(10,730

)

 

$

5.75

 

Canceled or forfeited

 

 

(4,558

)

 

$

10.11

 

 

 

(147,008

)

 

$

7.68

 

 

 

 

 

$

 

 

 

(250

)

 

$

5.75

 

Outstanding at Dec. 31, 2021

 

 

250,566

 

 

$

9.54

 

 

 

929,745

 

 

$

5.07

 

 

 

 

 

$

 

 

 

 

 

$

 

 

Options Outstanding at December 31, 2021

A summary of stock options outstanding at December 31, 2021 for the 2020 Plan, 2010 Plan, and the Equity Plan is as follows:

 

Range of Exercise Prices:

 

Number of

Options

Outstanding

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Life in Years

 

 

Aggregate

Intrinsic Value

 

2020 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$9.17 - $9.17

 

 

105,906

 

 

$

9.17

 

 

 

9.2

 

 

$

84,725

 

 

 

 

105,906

 

 

$

9.17

 

 

 

9.2

 

 

$

84,725

 

2010 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$4.20 - $7.48

 

 

328,581

 

 

$

5.89

 

 

 

6.6

 

 

$

1,339,073

 

$13.58 - $13.75

 

 

204,875

 

 

$

13.59

 

 

 

4.8

 

 

 

 

$15.04 - $16.93

 

 

105,096

 

 

$

15.83

 

 

 

1.5

 

 

 

 

$20.68 - $21.41

 

 

148,000

 

 

$

21.17

 

 

 

4.7

 

 

 

 

 

 

 

786,552

 

 

$

12.10

 

 

 

5.1

 

 

$

1,339,073

 

Equity Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$4.52 - $4.78

 

 

80,000

 

 

$

4.65

 

 

 

1.4

 

 

$

425,600

 

$5.25 - $7.18

 

 

100,000

 

 

$

6.41

 

 

 

2.6

 

 

 

356,200

 

 

 

 

180,000

 

 

$

5.63

 

 

 

2.0

 

 

$

781,800

 

 

 

Options Exercisable at December 31, 2021

A summary of stock options that are exercisable at December 31, 2021 for the 2010 Plan, and the Equity Plan is as follows:

Range of Exercise Prices:

 

Number of

Options

Exercisable

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual Life

in Years

 

 

Aggregate

Intrinsic Value

 

2010 Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$4.20 - $7.48

 

 

204,410

 

 

$

5.98

 

 

 

5.7

 

 

$

816,374

 

$13.58 - $13.75

 

 

204,875

 

 

$

13.59

 

 

 

4.8

 

 

 

 

$15.04 - $16.93

 

 

105,096

 

 

$

15.83

 

 

 

1.5

 

 

 

 

$20.68 - $21.41

 

 

148,000

 

 

$

21.17

 

 

 

4.7

 

 

 

 

 

 

 

662,381

 

 

$

13.29

 

 

 

4.5

 

 

$

816,374

 

Equity Plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$4.52 - $4.78

 

 

80,000

 

 

$

4.65

 

 

 

1.4

 

 

$

425,600

 

$5.25 - $7.18

 

 

100,000

 

 

$

6.41

 

 

 

2.6

 

 

 

356,200

 

 

 

 

180,000

 

 

$

5.63

 

 

 

2.0

 

 

$

781,800

 

 

The aggregate intrinsic values as calculated in the above charts detailing options that are outstanding and those that are exercisable, respectively, are based upon the Company’s closing stock price on December 31, 2021 of $9.97 per share.