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Stock-Based Compensation and Stock Repurchases
 12 Months Ended
Dec. 31, 2022
Share-Based Compensation and Stock Repurchases [Abstract]  
Stock-Based Compensation and Stock Repurchases NOTE 16 – SHARE-BASED COMPENSATION AND SHARE REPURCHASE PLANS

2010 Stock Incentive Plan

Our 2010 Stock Incentive Plan (as amended, the “2010 Plan”) under which our Company has granted stock options and other share-based payment awards of our Common Stock to eligible employees, directors, and consultants has expired. In total, 1,505,598 shares of Class A Common Stock were issued or reserved for issuance pursuant to the previously granted options or restricted stock units under that plan.

2020 Stock Incentive Plan

On November 4, 2020, the Company enacted the 2020 Stock Incentive Plan, which was also approved by the Company’s stockholders on December 8, 2020 (the “2020 Plan”). Under the 2020 Plan, the Company may grant stock options and other share-based payment awards of our Class A Common Stock to eligible employees, directors and consultants. The aggregate total number of shares of Class A Common Stock authorized for issuance under the 2020 Plan at December 31, 2020 was 1,250,000, of which 234,955 remain available for future issuance, and 200,000 shares of Class B stock. In addition, if any awards that were outstanding under the 2010 Plan are subsequently forfeited or if the related shares are repurchased, a corresponding number of shares will automatically become available for issuance under the 2020 Plan, thus resulting in a potential increase in the number of shares available for issuance under the 2020 Plan. At December 31, 2022, this potential increase in the number of shares eligible for issuance under the 2020 Plan was 506,748 of Class A Common Stock.

Stock options are granted at exercise prices equal to the grant-date market prices and typically expire no later than five years from the grant date. In contrast to a stock option where the grantee buys our Company’s share at an exercise price determined on the grant date, a restricted stock unit (“RSU”) entitles the grantee to receive one share for every RSU based on a vesting plan, typically between one year and four years from grant. Beginning in 2020, a performance component has been added to certain of the RSUs granted to management, which vests on the third anniversary of their grant date based on the achievement of certain performance metrics. At the time the options are exercised or RSUs vest and are settled, at the discretion of management, we will issue treasury shares or make a new issuance of shares to the option or RSU holder.

Stock Options

We estimated the grant-date fair value of our stock options using the Black-Scholes option-valuation model, which takes into account assumptions such as the dividend yield, the risk-free interest rate, the expected stock price volatility, and the expected life of the options. We expensed the estimated grant-date fair values of options over the vesting period on a straight-line basis. Based on our historical experience, the “deemed exercise” of expiring in-the-money options and the relative market price to strike price of the options, we have not estimated any forfeitures of vested or unvested options.

No stock options were issued in the year ended December 31, 2022.

The weighted average assumptions used in the option-valuation model for the years 2022, 2021 and 2020 were as follows:

2022

2021

2020

Stock option exercise price

$

—

$

—

$

4.66

Risk-free interest rate

0.00%

0.00%

0.25%

Expected dividend yield

—

—

—

Expected option life in years

—

—

3.75

Expected volatility

0.00%

0.00%

51.83%

Weighted average fair value

$

—

$

—

$

1.80

We recorded stock-based compensation expense of $212,000, $402,000, and $460,000 for 2022, 2021, and 2020, respectively. At December 31, 2022, the total unrecognized estimated compensation cost related to non-vested stock options was $36,000 which is expected to be recognized over a weighted average vesting period of 1.00 years. No cash was received from option exercises in 2022, 2021 or 2020.

The following is a summary of the status of RDI’s outstanding stock options for the three years ended December 31, 2022:

Outstanding Stock Options

Number of
‎Options

Weighted Average
‎Exercise Price

Weighted Average
‎Remaining Years of
‎Contractual Life

Aggregate
‎Intrinsic
‎Value

Class A

Class B

Class A

Class B

Class A&B

Class A&B

Outstanding - January 1, 2020

711,377

—

$

14.74

$

—

2.79

$

136,350

Granted

38,803

—

4.66

—

Exercised

—

—

—

—

—

Expired

(36,701)

—

14.74

—

Outstanding - December 31, 2020

713,479

—

$

14.64

$

—

2.18

$

13,969

Granted

—

—

—

—

Exercised

(38,803)

—

4.66

—

63,831

Expired

(157,332)

—

11.87

—

Outstanding - December 31, 2021

517,344

—

$

15.42

$

—

1.66

$

—

Granted

—

—

—

—

Exercised

—

—

—

—

—

Expired

(189,846)

—

14.63

—

Outstanding - December 31, 2022

327,498

—

$

15.87

$

—

1.24

$

—

The following is a summary of the status of RDI’s vested and unvested stock options as of December 31, 2022, 2021 and 2020:

Vested and Unvested Stock Options

Number of
‎Options

Weighted Average
‎Exercise Price

Weighted Average
‎Remaining Years of
‎Contractual Life

Aggregate
‎Intrinsic
‎Value

Class A

Class B

Class A

Class B

Class A&B

Class A&B

Vested

December 31, 2022

276,218

—

$

15.81

$

—

1.17

$

—

December 31, 2021

384,189

—

15.38

—

1.42

—

December 31, 2020

418,435

—

13.87

—

1.64

—

Unvested

December 31, 2022

51,281

—

$

16.15

$

—

1.24

$

—

December 31, 2021

133,155

—

15.65

—

2.29

—

December 31, 2020

295,044

—

15.77

—

2.47

13,969

Restricted Stock Units

RSU awards to management vest 25% on the anniversary of the grant date over a period of four years. Beginning in 2020, a performance component has been added to certain of the RSUs granted to management, which vest on the third anniversary of their grant date based on the achievement of certain performance metrics. On March 10, 2020, RSUs covering 287,163 shares were issued to members of executive management and other employees of our Company. Between December 14, 2020 and December 16, 2020, RSUs covering 114,803 shares were issued to members of executive management and other employees of our Company, all of which vest 100% on the anniversary of the grant date over a period of one year. Of these, we granted non-employee directors 60,084 RSUs (as well as 38,803 options) on December 16, 2020. In April 2021, RSUs covering 262,830 shares were issued to members of executive management. These RSUs have two structures, which include time vesting and performance vesting. The majority of RSUs vest 75% evenly over a period of four years, with the remaining 25%, contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the date of the grant. In the case of our Chief Executive Officer, RSUs vest 50% evenly over a period of four years with the remaining 50%, contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the grant date. RSUs covering 22,888 shares were also issued to other employees of our Company. These awards vest 25% on the anniversary of the grant date over a period of four years. RSUs covering 26,924 and 48,951 shares, respectively, were issued to non-employee directors. On April 18, 2022, RSUs covering 428,899 shares were issued to members of executive management and other employees of our company.

We estimate the grant-date fair values of our RSUs using the Company’s stock price at grant-date and record such fair values as compensation expense over the vesting period on a straight-line basis. Prior to November 7, 2018, RSU awards to non-employee directors vested 100% in January of the following year in which such RSUs were granted.  At the November 7, 2018 Board meeting, it was determined that it would be more appropriate for the vesting of RSUs to align with the director’s term of office. Accordingly, the RSUs granted on November 7, 2018, vested on the first to occur of (i) 5:00 pm, Los Angeles, CA time on the last business day prior to the one year anniversary of the grant date, or (ii) the date on which the recipient’s term as a director ended and the recipient or, as the case may be, the recipient’s successor was elected to the board of directors. Accordingly, the RSUs granted to directors on November 7, 2018, vested on May 7, 2019, annual meeting of stockholders. Due to the fact that our Company held our annual meeting of stockholders in May 2019, the vesting period for the RSUs issued on November 7, 2018 was shorter than anticipated. In order to adjust for this factor, the award of RSUs to directors made immediately following the 2019 Annual Meeting of Stockholders was determined using a value of $35,000 or one half of the dollar amount of the prior year’s annual grant. The RSUs issued to non-employee directors on May 7, 2019, vested on May 6, 2020. The RSUs issued to non-employee directors on August 11, 2021 vested on December 8, 2021. The RSUs issued to non-employee directors on December 8, 2021, vested on December 8, 2022. The RSUs issued to non-employee directors on December 8, 2022, will vest on the first to occur of (i) 5:00 pm, Los Angeles, CA time on the last business day prior to the one-year anniversary of the Grant Date or (ii) the date on which the Recipient has served such Recipient’s full term as a Director (December 8, 2023).

During the years ended December 31, 2022 and December 31, 2021, we recognized compensation expense related to RSUs of $1.7 million and $1.8 million respectively. The total unrecognized compensation expense related to these unvested RSUs was $3.2 million as of December 31, 2022.

Below is a table that shows the restricted stock units that have been issued and vested during the years ending December 31, 2022 along with the dollar value of these awards:

Number of RSUs

$ value of RSUs

Granted

Vesting

Forfeited

Unvested

Granted

Vesting

Forfeited

Unvested

2016

68,153

67,372

781

—

815,160

805,759

9,400

—

2017

70,538

70,006

532

—

$

1,124,348

1,115,852

8,496

—

2018

97,600

94,426

3,174

—

1,581,512

1,529,648

51,864

—

2019

59,258

45,008

3,104

11,146

944,070

714,328

50,005

179,737

2020

401,966

210,455

1,994

189,517

2,281,899

1,112,767

10,235

1,158,896

2021

361,593

126,814

1,497

233,282

2,185,222

676,889

9,326

1,499,007

2022

502,582

—

1,203

501,379

1,998,505

—

5,017

1,993,489

Total

1,561,690

614,081

12,285

935,324

$

10,930,716

$

5,955,243

$

144,343

$

4,831,129

2017 Stock Repurchase Plan

On March 14, 2019, the Board of Directors extended our Company’s stock repurchase program for two years, through March 2, 2021. The Board did not increase the authorized amount, which was initially fixed at $25.0 million. On March 10, 2020, the Board increased the authorized amount by $25.0 million and extended it to March 2, 2022. At the present time, the repurchase program authorization is $26.0 million.

The repurchase program allows Reading to repurchase its shares in accordance with the requirements of the SEC on the open market, in block trades and in privately negotiated transactions, depending on market conditions and other factors.  All purchases are subject to the availability of shares at prices that are acceptable to Reading, and accordingly, no assurances can be given as to the timing or number of shares that may ultimately be acquired pursuant to this authorization.

Under the stock repurchase program, as of December 31, 2022, our Company had reacquired a total of 1,792,819 shares of Class A Non-Voting Common Stock for $24.0 million at an average price of $13.39 per share (excluding transaction costs). 75,157 shares of Class A Non-Voting Common Stock were purchased during the quarter ended March 31, 2020 at an average price of $8.92 per share. No shares have been repurchased since. The last share repurchase made by our Company was made on March 5, 2020, at which time 25,000 shares were purchased at an average cost per share of $7.30. This leaves $26.0 million available under the March 2, 2017 program, as extended, to March 10, 2024.