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Note 14 - Stockholders' Equity
 12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
14.
 Stockholders’ Equity
 
Holders of common stock are entitled to
one
vote for each share on all matters voted upon by the stockholders, including the election of directors and do not have cumulative voting rights. Subject to the rights of holders of any then outstanding shares of preferred stock, common stockholders are entitled to receive ratably any dividends that
may
be declared by the Board of Directors out of funds legally available for that purpose. Holders of common stock are entitled to share ratably in net assets upon any dissolution or liquidation after payment of provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding. Common stock shares are not subject to any redemption provisions and are not convertible into any other shares of capital stock. The rights, preferences and privileges of holders of common stock are subject to those of the holders of any shares of preferred stock that
may
be issued in the future.
 
The Board of Directors
may
authorize the issuance of
one
or more classes or series of preferred stock without stockholder approval and
may
establish the voting powers, designations, preferences and rights and restrictions of such shares. No preferred shares have been issued.
 
Treasury and Forfeited Shares
 
In
October
2008,
the Company announced a share-repurchase program to purchase up to
$5
million in shares of common stock. In
August
2010,
the Company announced an increase to the share-repurchase program to purchase an additional
$5
million in shares of common stock, for a total up to
$10
million. The specific timing and amount of repurchase will vary based on market conditions, securities law limitations and other factors. There were no share repurchases in
2016
and
2015
related to the share-repurchase program.
 
The Company accounts for the repurchase of treasury shares under the cost method. When shares are repurchased, cash is paid and the treasury stock account is debited for the price paid. Under the cost method, retirement of treasury stock would result in a debit to the common stock account for the original par value, a debit to additional paid-in capital for the excess between the par value and the original sales price, a debit to retained earnings for any excess amounts paid above the original sales price and a credit to the treasury stock account for the price paid.
 
Forfeited shares are generally the result of an employee’s separation from the Company. Forfeitures of our service-, performance- and market-based share awards are discussed below. Such stock is held briefly as treasury stock and canceled during the year. At
December
31,
2016
and
2015,
there was no treasury stock held by the Company.
 
Upon the vesting of unvested common stock (or restricted stock) the Company
may
withhold shares, based on the employee’s election, in order to satisfy federal tax withholdings. The shares held by the Company are considered constructively retired and are retired shortly after withholding. The Company then remits the withholding taxes required by the taxing agencies. During
2016
and
2015,
there were
18,229
and
96,076
shares withheld for tax purposes and retired.
 
Stock-based Compensation and Grants
 
The Company has a stock-based incentive plan that is administered by the Compensation Committee of the Board of Directors (the
“2001
Plan”). The
2001
Plan is in effect until
May
2021
as a result of a
May
2011
amendment to extend its term for an additional
ten
years. The
2001
Plan provides for the issuance of stock awards for up to
1,900,000
shares of the Company’s common stock. The Compensation Committee
may
reward employees and non-employees with various types of awards including but not limited to warrants, stock options, common stock, and unvested common stock (or restricted stock) vesting on service, performance or market criteria.
 
At
December
31,
2016,
there were
555,785
shares of common stock available under the
2001
Plan. All shares under the plan are available for issuance pursuant to future stock-based compensation awards.
 
Common Stock Awards
 
The following table summarizes the Company’s service-based share compensation awards:
 
    Number of Shares   Weighted Average
Fair Value Per Share
Nonvested at January 1, 2014    
181,116
     $
10.61
  
Granted    
61,957
      
9.05
  
Vested    
(73,190
 )    
6.88
  
Forfeited    
(20,412
 )    
11.66
  
Nonvested at December 31, 2014    
149,471
      
11.65
  
Granted    
978,526
      
4.53
  
Vested    
(166,622
 )    
8.56
  
Forfeited    
(47,552
 )    
6.91
  
Nonvested at December 31, 2015    
913,823
      
4.83
  
Granted    
79,240
      
4.36
  
Vested    
(351,855
 )    
4.46
  
Forfeited    
--
      
--
  
Nonvested at December 31, 2016    
641,208
      
4.97
  
 
In
2016,
2015
and
2014,
certain key employees were granted an aggregate total of
20,000,
917,851
and
18,536
shares of unvested common stock, respectively, with a weighted average fair value per share of
$4.78,
$4.55
and
$11.38
per share, respectively, resulting in compensation expense of
$0.1
million,
$4.4
million and
$0.2
million, respectively, expected to be recognized ratably over a
three
- or
five
-year restriction period. In
May
2015,
600,000
shares, which vest ratably over
three
years, were awarded to the Company’s CEO. The
2001
plan provides for unvested (or restricted) and vested common stock grants and pursuant to non-employee director compensation arrangements, non-employee directors of the Company were awarded unvested stock with
one
-year vesting as follows:
 
    Years Ended December 31,
    2016   2015   2014
Shares awarded to each non-employee director    
11,848
      
12,135
      
6,203
  
Total shares awarded    
59,240
      
60,675
      
43,421
  
Average grant-date market price per share   $
4.22
     $
4.12
     $
8.06
  
Total compensation cost attributable to shares awarded   $
250,000
     $
250,000
     $
350,000
  
Compensation cost recognized related to current and prior year awards   $
249,995
     $
266,667
     $
316,750
  
 
In addition to the service-based compensation awards discussed above, the Company also awarded performance-based awards. In
2016,
2015,
and
2014,
there were a total of
64,159,
10,000
and
7,500
performance-based shares issued, respectively. In
2016
and
2015,
1,875
and
13,750
performance based shares were forfeited, respectively. In order to recognize compensation expense for these performance based shares, the Company must assess, at each reporting period, whether it is probable that the performance condition will be met. These shares must also be re-valued at each reporting period until they vest. At
December
31,
2016,
only the
2016
issuance was deemed probable of meeting the performance conditions and as a result the Company recorded
$0.1
million in compensation expense.
 
On
January
1,
2015,
the Company implemented a long- and short-term incentive program for certain employees. The short-term incentive plan is paid in cash if certain short-term achievements are met and the long-term incentive plan is paid with the Company’s stock if certain long-term achievements are met. The stock-based awards are awarded based in
two
parts;
50%
is based on completing a service period of
three
years and
50%
is based on the level of achievement of the Company’s total shareholder return (“TSR”) compared to the TSR of a designated peer group over a
three
-year period or a market based stock award. The service based awards are recorded as usual; however, the market-based awards of
86,483
shares were valued using a Monte Carlo simulation and their expense was included in the
$1.2
million of total unvested and market-based awards discussed below. During the year ended
December
31,
2015,
54,519
of these shares were forfeited and amortization expense was adjusted. None of these shares were forfeited during the year ended
December
31,
2016.
 
 
At
December
31,
2016,
total unrecognized compensation cost related to unvested common and market-based stock was
$2.2
million. This cost is expected to be recognized over a weighted average period of
1.5
years. Compensation expense for unvested common stock (or restricted stock), performance and market-based grants were
$1.8
million,
$1.2
million and
$0.8
million for
2016,
2015
and
2014,
respectively.
 
The Company also awards common stock as part of its incentive plan with no service or performance vesting requirements which are expensed fully in the year granted. There were no such shares awarded in
2016,
119,343
shares with a grant date fair value of
$0.5
million awarded in
2015
and no such shares were awarded in
2014.
 
Stock Offerings
 
On
May
9,
2016,
the Company completed an underwritten public offering of
5,175,000
shares of the Company’s common stock, which included the full exercise of the sole underwriter’s over-allotment option, at a price to the public of
$4.00
per share
($3.77
per share net of underwriting discounts). The net proceeds from the offering of
$19.1
million, after deducting underwriting discounts and other offering expenses, were used for working capital, repayment of our indebtedness under the revolving loan portion of our Equipment-based Facility and for general corporate purposes.