Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity and Stock Based Compensation

v3.19.1
Stockholders' Equity and Stock Based Compensation
12 Months Ended
Dec. 31, 2018
Stockholders' Equity and Stock Based Compensation  
Stockholders' Equity and Stock Based Compensation

7.  Stockholders’ Equity and Stock-Based Compensation

 

At the annual stockholder’s meeting held on June 6, 2012, the Company’s stockholders approved the 2012 Stock-Based Compensation Plan (the “2012 Plan”). The 2012 Plan authorizes the grant of Stock Options, Stock Units, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Stock Bonuses and other equity-based awards. The total number of shares of Common Stock initially available for award under the 2012 Plan was 600,000, which was increased to 1,000,000 shares by shareholder approval at the Company’s 2018 Annual Meeting in June 2018.  As of December 31, 2018, the number of shares of Common Stock available for future award grants to employees, officers and directors under the 2012 Plan is 530,022.

 

During 2017, the Company granted a total of 87,076 shares of Restricted Stock to officers and employees. These shares of Restricted Stock vest between twelve and twenty equal quarterly installments. In 2017, a total of 22,694 shares of Restricted Stock were forfeited as a result of directors and employees terminating employment with the Company.

 

During 2018, the Company granted a total of 123,000 shares of Restricted Stock to officers, directors and employees. These shares of Restricted Stock vest between immediate vesting and twenty equal quarterly installments. In 2018, a total of 7,176 shares of Restricted Stock were forfeited as a result of directors and employees terminating employment with the Company.

 

During 2018, the Board of Directors approved certain Restricted Stock awards to officers of the Company, whereby the underlying number of shares to be issued are dependent on the Company meeting certain performance targets during the year. Subsequent to December 31, 2018, the Company issued 20,405 shares of Restricted Stock at a grant date fair value of $12.80 to satisfy these awards, which vests over sixteen quarterly installments.

 

There was no options activity during the year ended December 31, 2018 and 2017 and there were no options outstanding or exercisable at December 31, 2018 and 2017, respectively, under the Company’s 2012 Plan.

 

Under the various plans, options that are cancelled can be reissued. At December 31, 2018, no cancelled options were reserved for future reissuance.

 

A summary of nonvested shares of Restricted Stock awards outstanding under the Company’s 2012 Plan as of December 31, 2018, and 2017 and changes during the years ended December 31, 2018 and 2017 is as follows:

 

 

 

 

 

 

 

 

 

    

 

    

Weighted

 

 

 

 

 

Average Grant

 

 

 

 

 

Date

 

 

 

Shares

 

Fair Value

 

Nonvested shares at January 1, 2017

 

186,081

 

$

16.48

 

Granted in 2017

 

87,076

 

 

18.25

 

Vested in 2017

 

(88,645)

 

 

16.56

 

Forfeited in 2017

 

(22,694)

 

 

10.87

 

Nonvested shares at December 31, 2017

 

161,818

 

$

17.26

 

Granted in 2018

 

123,000

 

 

14.97

 

Vested in 2018

 

(180,898)

 

 

16.62

 

Forfeited in 2018

 

(7,176)

 

 

15.44

 

Nonvested shares at December 31, 2018

 

96,744

 

$

15.67

 

 

As of December 31, 2018, there was approximately $1.4 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 3.0 years.

 

For the years ended December 31, 2018, 2017 and 2016, the Company recognized share-based compensation cost of approximately $2.8 million, $1.5 million and $1.7 million, respectively. During the year ended December 31, 2018, $1.7 million of stock compensation expense related to the accelerated vesting of shares upon resignation of the Company former Chief Executive Officer, was included in separation expense. All other share-based compensation is included in selling, general and administrative expenses. The Company does not capitalize any share-based compensation cost.