NOTE 3 – STOCK-BASED COMPENSATION

There were no options granted or issued during the three-month period ended June 30, 2019.

The following is a summary of the changes in outstanding options during the six-month period ended June 30, 2019:


		Weighted		Weighted Average
		Average		Remaining	Aggregate
		Exercise		Contractual Life	Intrinsic
	Option Shares	Price		(Years)	Value
Outstanding, January 1, 2019	218,075	$	6.22	5.6	$	335,310
Granted	8,000		8.55
Exercised	—		—
Forfeited	—		—
Expired	—		—
Outstanding, June 30, 2019	226,075	$	6.30	5.2	$	457,589
Vested, June 30, 2019	158,742	$	5.90	3.9	$	384,610


		Weighted
		Average Grant-
	Option Shares	Date Fair Value
Non-vested options, January 1, 2019	59,333	$	4.41
Granted	8,000		4.60
Vested	—		—
Forfeited	—		—
Non-vested options, June 30, 2019	67,333	$	4.44

The number of shares of Common Stock available for issuance under the P&F Industries, Inc. 2012 Stock Incentive Plan (the “2012 Plan”) as of June 30, 2019 was 62,062. At June 30, 2019, there were 191,575 options outstanding issued under the 2012 Plan and 34,500 options outstanding issued under the 2002 Stock Incentive Plan.

Restricted Stock

On May 22, 2019, the Company granted 1,250 restricted shares of its Common Stock to each non-employee member of its Board of Directors, totaling 6,250 restricted shares. The Company determined that the fair value of these shares was $8.31 per share, which was the closing price of the Company's Common Stock on the date of the grant. These shares cannot be traded earlier than the first anniversary of the grant date. The Company will ratably amortize the total non-cash compensation expense of approximately $52,000 to selling, general and administrative expenses through May 2020.

In May 2018, the Company granted 1,250 restricted shares of its Common Stock to each non-employee member of its Board of Directors, totaling 6,250 restricted shares. The Company determined that the fair value of these shares was $8.43 per share, which was the closing price of the Company’s Common Stock on the date of the grant. These shares cannot be traded earlier than the first anniversary of the grant date. The Company ratably amortized the total non-cash compensation expense of approximately $53,000 to selling, general and administrative expenses through May 2019.

Treasury Stock

On February 14, 2019, the Company entered into an agreement to repurchase 389,909 shares of its common stock from certain funds and accounts advised or sub-advised by Fidelity Management & Research Company or one of its affiliates in a privately negotiated transaction at approximately $7.62 per share for a total purchase price of $2,971,000. On February 15, 2019, the Company completed this transaction. On February 14, 2019, the Company entered into Amendment No. 6 to the Second Amended and Restated Loan and Security Agreement with Capital One, which permitted the Company to complete the above transaction.

On September 12, 2018, subsequent to the expiration of a repurchase plan (the “2017 Repurchase Program”) that was adopted by the Board of Directors in 2017, the Company’s Board of Directors authorized the Company to repurchase up to 100,000 additional shares of its Common Stock (the “2018 Repurchase Program”) from time-to-time over the next twelve months through a 10b5‑1 trading plan, and potentially through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b‑18 under the Securities Exchange Act of 1934. On September 14, 2018, the Company announced that, pursuant to the 2018 Repurchase Program, it had adopted a written trading plan in accordance with the guidelines specified under Rule 10b5‑1 under the Securities Exchange Act of 1934. Repurchases made under the plan, that commenced on September 17, 2018, are subject to the SEC’s regulations, as well as certain price, market, volume, and timing constraints specified in the plan. Since the inception of the 2018 Repurchase Program through June 30, 2019, the Company repurchased 93,897 shares of its Common Stock at an aggregate cost of approximately $769,000. During the three-month period ended June 30, 2019, the Company repurchased 31,992 shares of its Common Stock at an aggregate cost of approximately $265,000. In July 2019 the Company repurchased 6,103 shares of its Common Stock at an aggregate cost of approximately $50,000, thus completing the 2018 Repurchase Program.