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General and administrative expenses
12 Months Ended
Dec. 31, 2018
General & Administrative Expenses [Abstract]  
General & Administrative Expenses
Note 11 - General & Administrative Expenses

General and Administrative Expenses:

(Dollars in thousands)
 
2018
   
2017
   
2016
 
Total Compensation to Employees and Directors
 
$
11,289
   
$
11,655
   
$
15,998
 
Office and Administrative Expenses
   
2,449
     
2,147
     
2,213
 
Audit, Legal and Consultancy
   
1,314
     
3,377
     
1,180
 
Total General and Administrative Expenses
 
$
15,052
   
$
17,180
   
$
19,391
 


Stock Compensation

The Company has an Incentive Compensation Plan (“Plan”) for the benefit of Directors and senior management.  Different awards may be granted under this Plan, including stock options, restricted shares/restricted stock units and cash incentive awards.
 
 
 


Stock Options

The exercise price for options cannot be less than the fair market value of a common stock on the date of grant.

Restricted shares

Restricted shares can neither be transferred nor assigned by the participant.

Vesting conditions

Awards issued vest subject to continued employment or office.  The awards have graded vesting.  For some of the awards there is an additional vesting condition requiring certain market conditions to be met.

The Plan may allow for different criteria for new grants.

Stock Compensation Series

   
Number of
shares/options
 
Vesting
Period
 
Fair value
at grant date
 
(1) Granted October 2005, stock options
   
965
 
10 years
 
$
144.00
 
(2) Granted March 2012, restricted shares
   
14,515
 
3 years
   
13.80
 
(3) Granted June 2013, restricted shares
   
155,000
 
4 years
   
4.15
 
(4) Granted June 2013, stock options
   
155,000
 
5 years
   
1.31
 
(5) Granted June 2013, stock options
   
155,000
 
5 years
   
0.97
 
(6) Granted February 2014, restricted shares
   
29,333
 
3 years
   
6.92
 
(7) Granted February 2014, restricted shares
   
29,333
 
3 years
   
6.33
 
(8) Granted February 2014, restricted shares
   
29,333
 
3 years
   
5.63
 
(9) Granted February 2014, restricted shares
   
88,000
 
3 years
   
7.61
 
(10) Granted June 2014, restricted shares
   
95,666
 
3 years
   
6.41
 
(11) Granted June 2014, restricted shares
   
95,666
 
3 years
   
5.74
 
(12) Granted June 2014, restricted shares
   
95,666
 
3 years
   
5.13
 
(13) Granted June 2014, restricted shares
   
287,000
 
3 years
   
7.15
 
(14) Granted January 2015, restricted shares
   
850,000
 
3 years
   
8.81
 
(15) Granted January 2016, restricted shares
   
824,000
 
2 years
   
6.65
 
(16) Granted January 2017, restricted shares
   
900,000
 
2 years
   
4.61
 
(17) Granted January 2018, restricted shares
   
355,000
 
1 year
   
3.92
 
(18) Granted January 2018, restricted shares
   
212,000
 
3 years
 
$
2.30
 

 
 
 

 


The following reconciles the number of outstanding restricted common stock and share options:

   
Restricted
common stock
   
Share options
     
Weighted average
exercise price **
 
Outstanding at December 31, 2015
   
1,385,832
     
310,000
       
9.64
 
Granted
   
824,000
                   
Exercised*
   
833,012
                   
Forfeited
           
-
           
Outstanding at December 31, 2016
   
1,376,820
     
310,000
 
 
 
$
9.64
 
                           
Outstanding at December 31, 2016
   
1,376,820
     
310,000
       
9.64
 
Granted
   
900,000
                   
Exercised*
   
1,132,988
                   
Forfeited
   
57,501
                   
Outstanding at December 31, 2017
   
1,086,331
     
310,000
 
 
 
$
9.64
 
                           
Outstanding at December 31, 2017
   
1,086,331
     
310,000
       
9.64
 
Granted
   
567,000
                   
Exercised*
   
1,085,331
                   
Forfeited
   
22,500
     
310,000
       
9.64
 
Outstanding at December 31, 2018
   
545,500
     
-
 
 
 
$
-
 
 
*Does not include shares in lieu of dividends
**To be adjusted for dividends declared and paid subsequent to the respective grant dates.
 
Stock Compensation Expense

(Dollars in thousands)
 
2018
   
2017
   
2016
 
Expense recognized from stock compensation
   
2,458
     
4,806
     
6,936
 

The fair value on the vesting date for shares that vested in 2018 was $3.38 for 891,136 shares, $3.50 for 264,000 shares and 4.30 for 20,000 shares. The fair value on the vesting date for shares that vested in 2017 was $4.83 for 1,189,100 shares and $3.68 for 70,108 shares. The fair value on the vesting date for shares that vested in 2016 was $5.67 for 285,362 shares, $5.78 for 530,594 shares and $3.86 for 67,744 shares.    All share-based compensation is equity-settled and no payments were made for the vested shares.  The average contractual life for the outstanding stock compensation series was 0.11 years as of December 31, 2018.

Valuation of Stock Compensation

For the year 2017, a total of 567,000 shares of restricted stock were awarded to management and the board of directors in January 2018, of which 264,000 shares vested in February 2018 and 78,500 shares vested in February 2019, while 12,500 shares were forfeited in October 2018. The remaining 202,000 shares will vest subject to certain market conditions prior to February 8, 2021, while 10,000 shares were forfeited in October 2018. The above vesting is subject to continued employment or office, as applicable, as of the relevant vesting date. The estimated fair value at grant date was equal to the share price at grant date for 355,000 shares and $2.30 for 212,000 shares. For the year 2016, a total of 900,000 shares of restricted stock were awarded to management and the board of directors in January 2017, vesting in equal amounts on February 4, 2017, 2018 and 2019, respectively, subject to continued employment or office, as applicable.  The calculated fair value at grant date was equal to the share price at grant date.  The grants of restricted stock to management and the board of directors described above were generally granted in the beginning of the year following the year to which they relate. 
 
 
 


 
Compensation of Executives and Directors

Remuneration of Executives and Directors as a group:

(Dollars in thousands)
 
2018
   
2017
   
2016
 
Cash compensation
 
$
3,989
   
$
4,171
   
$
4,162
 
Pension cost
   
202
     
155
     
158
 
Share compensation *
   
2,250
     
4,107
     
6,227
 
Total remuneration
 
$
6,441
   
$
8,433
   
$
10,547
 

*Share compensation reflects the expense recognized.
** Compensation for 2018 includes full year compensation for both current and former chief financial officer.

Shares held by Executives and Directors:

   
2018
   
2017
   
2016
 
Executives and Directors as a group*
   
3,155,503
     
2,729,680
     
2,416,385
 

*Includes 465,000 (2017: 906,666, 2016: 1,184,155) shares of restricted stock subject to vesting conditions.

In connection with termination of an Executive's employment, the Executives of the Company may be entitled to an amount equal to 18 months base salary and any unvested equity awards may become fully vested in certain circumstances.