Stock-based Compensation | Note 16 – Stock-Based Compensation Stock- Based Compensation Plans At December 31, 2015, the Company had three stock-based compensation plans which are described below. 2003 Stock Option and Appreciation Rights Plan In 2003, the stockholders of the Company approved the 2003 Stock Option and Appreciation Rights Plan (the “2003 Plan”) which provided for the issuance of incentive stock options, non-qualified stock options and Stock Appreciation Rights (“SARs”) up to an aggregate of 2,000,000 shares of common stock (subject to adjustment in the event of stock dividends, stock splits, and other similar events). The plan had a ten-year term, and therefore after 2013 no options have been issued. The price at which shares of common stock covered by the option can be purchased was determined by the Company’s Board or a committee thereof; however, in the case of incentive stock options the exercise price was never less than the fair market value of the Company’s common stock on the date the option was granted. 2003 Plan 2015 2014 Options outstanding, beginning of year 1,210,000 1,275,000 Options forfeited — (17,500 ) Options expired (40,000 ) (47,500 ) Options outstanding, end of year 1,170,000 1,210,000 The outstanding options vest over four years at exercise prices ranging from $0.08 to $2.00 per share. No SARs were issued under the 2003 Plan. 2010 Non-Qualified Stock Option Plan In 2010, the Company’s Board approved the 2010 Non-Qualified Stock Option Plan (the “2010 Plan”) to induce certain key employees of the Company or any of its subsidiaries who are in a position to contribute materially to the Company’s prosperity to remain with the Company, to offer such persons incentives and rewards in recognition of their contributions to the Company’s progress, and to encourage such persons to continue to promote the best interests of the Company. The Company reserved 1,250,000 shares of common stock (subject to adjustment under certain circumstances) for issuance or transfer upon exercise of options granted under the 2010 Plan. Options may be issued under the 2010 Plan to any key employees or consultants selected by the Company’s Board (or an appropriately qualified committee). Options may not be granted with an exercise price less than the fair market value of the common stock of the Company as of the day of the grant. Options granted pursuant to the plan are subject to limitations on transfer and execution and may be issued subject to vesting conditions. Options may also be forfeited in certain circumstances. During 2015, options to purchase 50,000 shares were granted to the Company’s independent directors as part of their annual compensation. During 2014, options to purchase 50,000 shares were granted to the Company’s independent directors as part of their annual compensation, and options to purchase 50,000 shares were granted to an officer of the Company as part of his joining the Company. 2010 Plan 2015 2014 Options outstanding, beginning of year 100,000 — Options granted 50,000 100,000 Options forfeited — — Options outstanding, end of year 150,000 100,000 The outstanding options vest over four years at exercise prices ranging from $0.42 to $0.70 per share. Equity Partners Stock Option Plan In 2011, the Company’s Board approved the Equity Partners Stock Option Plan (the “Equity Partners Plan”) to allow the Company to issue options to purchase common stock as a portion of the purchase price of Equity Partners. The Company reserved 230,000 shares of common stock for issuance upon exercise of options granted under the Equity Partners Plan. During 2011, options to purchase 230,000 shares with an exercise price of $1.83, vesting immediately, were granted under the Equity Partners Plan. Equity Partners Plan 2015 2014 Options outstanding, beginning of year 230,000 230,000 Options granted — — Options forfeited — — Options outstanding, end of year 230,000 230,000 Other Options Issued In 2012, the Company’s Board approved the issuance of options as part of the acquisition of HGP, and reserved 625,000 shares of common stock for issuance upon option exercise. The options have an exercise price of $2.00, and vest over four years, beginning on the first anniversary of the grant date. Unlike other options issued by the Company under its stock option plans, the options issued as part of the HGP acquisition survive termination of employment. None of the option holders have terminated their employment with the Company. Other Options 2015 2014 Options outstanding, beginning of year 625,000 625,000 Options granted — — Options forfeited — — Options outstanding, end of year 625,000 625,000 Stock-Based Compensation Expense Total compensation cost related to stock options in 2015 and 2014 was $0.3 million and $0.5 million, respectively. These amounts were recorded in selling, general and administrative expense in both years. During both 2015 and 2014 no options were exercised and therefore no tax benefit was recognized. In connection with the stock option grants during 2015 and 2014, the fair value of each option grant was estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: 2015 2014 Risk-free interest rate 0.99% 0. 69% - 0.88% Expected life (years) 4.75 4.75 Expected volatility 94% 100% Expected dividend yield Zero Zero Expected forfeitures Zero Zero The risk-free interest rates are those for U.S. Treasury constant maturities for terms matching the expected term of the option. The expected life of the options is calculated according to the simplified method for estimating the expected term of the options, based on the vesting period and contractual term of each option grant. Expected volatility is based on the Company’s historical volatility. The Company has never paid a dividend on its common stock and therefore the expected dividend yield is zero. The following summarizes the changes in common stock options for 2015 and 2014: 2015 2014 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Outstanding at beginning of year 2,165,000 $ 1.71 2,130,000 $ 1.75 Granted 50,000 $ 0.42 100,000 $ 0.70 Exercised — N/A — N/A Expired (40,000 ) $ 0.90 (47,500 ) $ 1.18 Forfeited — N/A (17,500 ) $ 2.00 Outstanding at end of year 2,175,000 $ 1.70 2,165,000 $ 1.71 Options exercisable at year end 1,743,750 $ 1.78 1,330,000 $ 1.75 Weighted-average fair value of options granted during the year $ 0.29 $ 0.36 As of December 31, 2014, the Company had 835,000 unvested options with a weighted average grant date fair value of $1.48 per share. As of December 31, 2015, the Company had 431,250 unvested options with a weighted average grant date fair value of $1.13 per share. As of December 31, 2015, the total unrecognized stock-based compensation expense related to unvested stock options was $0.1 million, which is expected to be recognized over a weighted-average period of 1.8 years. The total fair value of options vesting during each of the years ending December 31, 2015 and 2014 was $0.8 million. The unvested options have no associated performance conditions. In general, the Company’s employee turnover is low, and the Company expects that the majority of the unvested options will vest according to the standard four-year timetable. The following table summarizes information about all stock options outstanding at December 31, 2015: Exercise price Options Outstanding Weighted Average Remaining Life Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Life (years) Weighted Average Exercise Price $ 0.08 to $ 0.15 80,000 0.8 $ 0.12 80,000 0.8 $ 0.12 $ 0.42 to $ 1.00 390,000 4.6 $ 0.84 165,000 3.9 $ 0.93 $ 1.83 to $ 2.00 1,705,000 2.8 $ 1.97 1,498,750 2.8 $ 1.96 2,175,000 3.1 $ 1.70 1,743,750 2.8 $ 1.78 At December 31, 2015 and 2014, the aggregate intrinsic value of exercisable options was $9,000 and $16,000, respectively. There were no options exercised during 2015. Restricted Stock Restricted stock awards represent a right to receive shares of common stock at a future date determined in accordance with the participant’s award agreement. There is no exercise price and no monetary payment required for receipt of restricted stock awards or the shares issued in settlement of the award. Instead, consideration is furnished in the form of the participant’s services to the Company. Compensation cost for these awards is based on the fair value on the date of grant and recognized as compensation expense on a straight-line basis over the requisite service period. The Company granted restricted stock awards for 300,000 shares to two key employees (150,000 each), in connection with their employment agreements in 2014. The following summarizes the changes in restricted stock awards for the year ended December 31, 2015: Restricted Stock Awards Weighted Average Grant Date Fair Value Awards at December 31, 2014 300,000 $ 0.38 Granted — $ — Vested (150,000 ) $ 0.38 Unvested at December 31, 2015 150,000 $ 0.38 Vested at December 31, 2015 150,000 $ 0.38 The Company recognized stock-based compensation expense related to restricted stock awards of $0.1 million for the year ended December 31, 2015. As of December 31, 2015 there is approximately $36,000 of unrecognized stock-based compensation expense related to unvested restricted stock awards, which is expected to be recognized over a weighted average period of 1.3 years. |