Share-based Payment Arrangements

6 Months Ended

Jun. 30, 2020

Share-Based Payment Arrangements [Abstract]

Share-Based Payment Arrangements

8. Share-Based Payment Arrangements

Our 2005 Long Term Incentive Plan (“2005 LTIP”) is a stock compensation plan for key employees and non-employee directors that was initially approved by the shareholders on May 26, 2005 and expired by its terms on May 27, 2015.  As of June 30, 2020, there were no outstanding incentive stock options and outstanding non-qualified stock options to purchase 14,157 shares of our common stock. The exercise price of all such outstanding stock options is equal to the fair market value of our common stock on the date of grant.

Our 2015 Long Term Incentive Plan (“2015 LTIP”) was approved by shareholders on May 29, 2015.  There are 2,000,000 shares authorized for issuance under the 2015 LTIP.  As of June 30, 2020, restricted stock units representing the right to receive up to 362,794 shares of our common stock were outstanding under the 2015 LTIP.  There were no stock option awards granted under the 2015 LTIP as of June 30, 2020.

Stock Options:

Non-qualified stock options granted under the 2005 LTIP generally vest 100% six months after the date of grant and terminate ten years from the date of grant.  The grant of 200,000 non-qualified stock options in 2009 vested in equal annual increments on each of the first seven anniversary dates and was fully exercised prior to termination in 2019.  

A summary of the status of our stock options as of June 30, 2020 and changes during the six months then ended is presented below:

				Average
				Remaining	Aggregate
	Number of	Weighted Average		Contractual	Intrinsic Value
	Shares	Exercise Price		Term (Years)	($000)
Outstanding at January 1, 2020	14,157	$	6.99
Granted	—		—
Exercised	—	$	—
Forfeited or expired	—	$	—
Outstanding at June 30, 2020	14,157	$	6.99	1.5	$	—
Exercisable at June 30, 2020	14,157	$	6.99	1.5	$	—

The following table details the intrinsic value of options exercised, total cost of share-based payments charged against income before income tax benefit and the amount of related income tax benefit recognized in income for the periods indicated (in thousands):

		Three Months Ended June 30,				Six Months Ended June 30,
	2020		2019		2020		2019
Intrinsic value of options exercised	$	—	$	—	$	—	$	845
Cost of share-based payments (non-cash)	$	—	$	—	$	—	$	—
Income tax benefit of share-based payments recognized in income	$	—	$	—	$	—	$	—

As of June 30, 2020, there was no unrecognized compensation cost related to non-vested stock options granted under our plans which is expected to be recognized in the future.

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model. Expected volatilities are based on the historical volatility of Hallmark’s and similar companies’ common stock for a period equal to the expected term. The risk-free interest rates for periods within the contractual term of the options are based on rates for U.S. Treasury Notes with maturity dates corresponding to the options expected lives on the dates of grant. Expected term is determined based on the simplified method as we do not have sufficient historical exercise data to provide a basis for estimating the expected term. There were no stock options granted during the first six months of 2020 or 2019.

Restricted Stock Units:

Restricted stock units awarded under the 2015 LTIP represent the right to receive shares of common stock upon the satisfaction of vesting requirements, performance criteria and other terms and conditions. Restricted stock units vest and shares of common stock become issuable on March 31 of the third calendar year following the year of grant if performance criteria have been satisfied.

The performance criteria for all restricted stock units require that we achieve certain compound average annual growth rates in book value per share as well as certain average combined ratio percentages over the vesting period in order to receive shares of common stock in amounts ranging from 50% to 150% of the number of restricted stock units granted. Grantees of restricted stock units do not have any rights of a stockholder, and do not participate in any distributions to our common stockholders, until the award fully vests upon satisfaction of the vesting schedule, performance criteria and other conditions set forth in their award agreement. Therefore, unvested restricted stock units are not considered participating

securities under ASC 260, “Earnings Per Share” (Topic 260), and are not included in the calculation of basic or diluted earnings per share.

Compensation cost is measured as an amount equal to the fair value of the restricted stock units on the date of grant and is expensed over the vesting period if achievement of the performance criteria is deemed probable, with the amount of the expense recognized based on our best estimate of the ultimate achievement level.  The grant date fair value of restricted stock units granted in 2016, 2017, 2018 and 2019 was $11.41, $10.20, $10.87 and $18.10 per unit, respectively.  We incurred compensation expense (benefit) of $11 thousand and ($570) thousand related to restricted stock units during the three months and six months ended June 30, 2020, respectively.  We incurred compensation expense of $140 thousand and $197 thousand related to restricted stock units during the three months and six months ended June 30, 2019, respectively.  We recorded income tax benefit (expense) of $2 thousand and ($120) thousand related to restricted stock units during the three months and six months ended June 30, 2020, respectively.  We recorded income tax benefit of $29 thousand and $41 thousand related to restricted stock units during the three months and six months ended June 30, 2019, respectively.

The following table details the status of our restricted stock units as of and for the six months ended June 30, 2020 and 2019:

	Number of Restricted Stock Units
	2020	2019
Nonvested at January 1	353,491	338,897
Granted	—	—
Vested	(18,403)	—
Forfeited	(93,225)	(83,210)
Nonvested at June 30	241,863	255,687

As of June 30, 2020, there was $1.7 million of unrecognized grant date compensation cost related to unvested restricted stock units assuming compensation cost accrual at target achievement level.  Based on the current performance estimate, we expect to recognize $0.5 million of compensation cost related to unvested restricted stock units, of which $0.2 million is expected to be recognized during the remainder of 2020, $0.2 million is expected to be recognized in 2021 and $0.1 million is expected to be recognized in 2022.