Equity-Based Compensation | Note 13. Equity-Based Compensation On January 24, 2013, the Board adopted the 2013 Equity Incentive Plan (the “Plan”). In connection with the adoption of the Plan, 500,000 shares of common stock were reserved for issuance pursuant to the Plan, with automatic increases in such reserve available each year annually on January 1 from 2014 through 2023 equal to the lesser of 3.0% of the total outstanding shares of common stock as of December 31 of the immediately preceding year, or a number of shares of common stock determined by the Board, provided that the maximum number of shares authorized under the Plan could not exceed 1,992,241 shares, subject to certain adjustments. The maximum number of shares authorized under the Plan was reached on January 1, 2017. At June 30, 2021, 459,487 shares remained available for future issuance under the Plan Stock options and restricted stock issued by the Company under the Plan are generally subject to service conditions resulting in annual vesting on the anniversary of the date of grant over a period typically ranging between one and three years. Certain equity-based compensation awards issued by the Company under the Plan vest immediately upon issuance. Stock options issued by the Company under the Plan have contractual lives which expire over a period typically ranging between five and ten years from the date of grant, subject to continued service to the Company by the participant . On February 5, 2020, the Compensation Committee of the Board adopted the 2020 Annual Incentive Program (the “2020 Program”) as a subplan under the Plan. The 2020 Program provided an opportunity for performance-based compensation to senior executive officers of the Company, among others. The target annual incentive for each 2020 Program participant was expressed as a percentage of base salary and was conditioned on the achievement of certain financial goals (as approved by the Compensation Committee of the Board). The Compensation Committee of the Board retained negative discretion over amounts payable under the 2020 Program. During the three months and six months ended June 30, 2021, the Company recorded no equity-based compensation expense based on the estimated outcome of the defined financial goals for 2020 under the 2020 Program. On February 2, 2021, the Compensation Committee of the Board adopted the 2021 Annual Incentive Program (the “2021 Program”) as a subplan under the Plan. The 2021 Program provided an opportunity for performance-based compensation to senior executive officers of the Company, among others. The target annual incentive for each 2021 Program participant was expressed as a percentage of base salary and was conditioned on the achievement of certain financial and/or individual performance goals (as approved by the Compensation Committee of the Board). The Compensation Committee of the Board retained negative discretion over amounts payable under the 2021 Program. During the three months and six months ended June 30, 2021, the Company recorded $23 and $45, respectively, in equity-based compensation expense based on the estimated outcome of the defined financial and individual goals for 2021 under the 2021 Program. On February 2, 2021, the Compensation Committee of the Board adopted the 2021 Executive Stock Performance Program (the “ESPP”) as a subplan under the Plan. The ESPP provided an opportunity for senior executive officers of the Company to earn performance-based compensation based on the performance of the Company’s common stock over a one-year period ending December 31, 2021. During the three months and six months ended June 30, 2021, the Company recorded $21 and $35, respectively, in equity-based compensation expense based on the estimated fair value of the equity-based compensation awards expected to be granted under the ESPP. The following table summarizes the total equity-based compensation expense recognized by the Company for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Equity-based compensation expense recognized: Stock options $ 95 $ 44 $ 185 $ 189 Restricted stock 209 105 359 246 Other (a) 72 8 114 14 Total equity-based compensation expense before income taxes 376 157 658 449 Benefit for income taxes (b) — — — — Total equity-based compensation expense net of income taxes $ 376 $ 157 $ 658 $ 449 (a) For both the three months and six months ended June 30, 2021, Other represents expense associated with the 2021 Program, the ESPP, and certain employee contractual amounts to be settled in equity. For the three months ended June 30, 2021, Other also includes expense associated with unrestricted stock issued to a non-employee director. For each of the 2020 periods, Other represents activity associated with certain employee contractual amounts to be settled in equity. (b) The Benefit for income taxes from equity-based compensation for each of the periods presented has been determined to be $0 based on recorded valuation allowances against net deferred tax assets. At June 30, 2021, total future compensation expense related to unvested awards yet to be recognized by the Company was $194 for stock options and $1,657 for restricted stock. Total future compensation expense related to unvested awards yet to be recognized by the Company is expected to be recognized over a weighted-average remaining vesting period of 1.7 years. The fair value of stock options granted during the six months ended June 30, 2021 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: Weighted average fair value per stock option $ 19.04 Volatility 71.1% Average risk-free interest rate 0.5% Dividend yield 0.0% Expected term (years) 3.5 Volatility is estimated based on the historical volatility of the Company’s stock price consistent with the expected term of the awards. The average risk-free rate is based on a weighted average yield curve of risk-free interest rates consistent with the expected term of the awards. Expected dividend yield is based on historical dividend data as well as future expectations. Expected term is calculated using the simplified method as the Company does not have sufficient historical exercise experience upon which to base an estimate. The activity for stock options was as follows for the periods indicated: Six Months Ended June 30, 2021 2020 Number Options Weighted Exercise Price Weighted Average Grant Date Fair Value Number Options Weighted Exercise Price Weighted Average Grant Date Fair Value Outstanding at beginning of period 641,232 $ 9.80 $ 4.74 854,259 $ 9.34 $ 4.49 Stock options granted 4,500 $ 38.22 $ 19.04 — $ — $ — Stock options exercised (111,818 ) $ 12.96 $ 7.33 (73,251 ) $ 7.38 $ 3.22 Stock options forfeited (500 ) $ 7.11 $ 2.77 (79,936 ) $ 7.85 $ 3.41 Stock options expired — $ — $ — (21,874 ) $ 11.18 $ 6.14 Outstanding at end of period 533,414 $ 9.38 $ 4.32 679,198 $ 9.67 $ 4.70 Exercisable at end of period 390,442 $ 9.67 $ 4.61 423,456 $ 11.20 $ 5.83 Expected to vest at end of period 142,972 $ 8.61 $ 3.52 255,742 $ 7.14 $ 2.82 At June 30, 2021, intrinsic value associated with stock options exercisable and expected to vest was $4,674 and $1,937, respectively. The weighted average remaining contractual term of stock options exercisable and expected to vest at June 30, 2021, was 2.5 years and 3.5 years, respectively. Stock options with an aggregate intrinsic value of $3,625 were exercised by employees during the six months ended June 30, 2021, resulting in proceeds to the Company from the exercise of stock options of $1,449. Stock options with an aggregate intrinsic value of $624 were exercised by employees during the six months ended June 30, 2020, resulting in proceeds to the Company from the exercise of stock options of $541. The Company recorded no income tax benefit related to these exercises. The activity for restricted stock was as follows for the periods indicated: Six Months Ended June 30, 2021 2020 Shares of Restricted Stock Weighted Average Grant Date Fair Value Shares of Restricted Stock Weighted Average Grant Date Fair Value Outstanding at beginning of period 188,891 $ 9.52 66,513 $ 8.76 Restricted stock granted 34,000 $ 19.19 37,500 $ 7.12 Restricted stock vested (37,500 ) $ 7.12 (56,763 ) $ 9.11 Restricted stock forfeited — $ — — $ — Outstanding at end of period 185,391 $ 11.78 47,250 $ 7.04 Restricted stock expected to vest at end of period 185,391 $ 11.78 47,250 $ 7.04 Restricted stock that vested during the six months ended June 30, 2021 and 2020, had a fair value of $1,505 and $408, respectively. |