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Note 12 - Stock Option and Equity Incentive Plans | 12 Months Ended
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Dec. 31, 2019
Notes to Financial Statements |
Share-based Payment Arrangement [Text Block] |
| ( 12 ) | Stock Option and Equity Incentive Plans
Share-based compensation is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant). The Company issues share-based awards through several plans that are described below. The compensation cost charged against income for those plans is included in selling, general & administrative expenses as follows (in thousands):
|  | Years Ended December 31,
Share-based compensation related to: |  | 2019 |  | 2018 |  | 2017
Common stock grants |  | $ | 400 |  |  | $ | 505 |  |  | $ | 505 |
Stock option grants |  |  | 151 |  |  |  | 149 |  |  |  | 138 |
Restricted Stock Unit awards |  |  | 1,040 |  |  |  | 558 |  |  |  | 425 |
Total share-based compensation |  | $ | 1,591 |  |  | $ | 1,212 |  |  | $ | 1,068 |
Incentive Plan In June 2003, the Company formally adopted the 2003 Incentive Plan (the “Plan”). As amended and restated to date, the Plan is intended to benefit the Company by offering equity-based and other incentives to certain of the Company’s executives and employees who are in a position to contribute to the long-term success and growth of the Company, thereby encouraging the continuance of their involvement with the Company and/or its subsidiaries. Two types of equity awards may be granted to participants under the Plan: restricted shares or other stock awards. Restricted shares are shares of common stock awarded subject to restrictions and to possible forfeiture upon the occurrence of specified events. Other stock awards are awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of common stock. Such awards may include Restricted Stock Unit Awards (“RSUs”), unrestricted stock, incentive and non-qualified stock options, performance shares, or stock appreciation rights. The Company determines the form, terms, and conditions, if any, of any awards made under the Plan. Through December 31, 2019, 1,252,613 shares of common stock have been issued under the 2003 Incentive Plan, none of which have been restricted. An additional 108,424 shares are being reserved for outstanding grants of RSUs and other share-based compensation that are subject to various performance and time-vesting contingencies. The Company has also granted awards in the form of stock options under this Plan. Through December 31, 2019, 185,000 options have been granted and 10,000 options are outstanding. At December 31, 2019, 803,244 shares or options are available for future issuance in the 2003 Incentive Plan. Director Plan Effective July 15, 1998, the Company adopted the 1998 Director Plan, which was amended and renamed, on June 3, 2009, the 2009 Non-Employee Director Stock Incentive Plan (the “Director Plan”). The Director Plan was amended on March 7, 2013, to (i) prohibit the repricing of stock options or other equity awards without the consent of the Company’s shareholders, and (ii) prohibit the Company from buying out underwater stock options. The Director Plan, as amended, provides for the issuance of stock options and other equity-based securities of up to 975,000 shares to non-employee members of the Company’s board of directors. Through December 31, 2019, 365,026 options have been granted and 95,614 options are outstanding. For the year ended December 31, 2019, 5,442 RSUs are being reserved for outstanding grants of RSUs, and 79,648 shares remained available to be issued under the Director Plan. The following is a summary of stock option activity under all plans:
|  | Shares Under Options |  | Weighted Average Exercise Price (per share) |  | Weighted Average Remaining Contractual Life (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding December 31, 2018 |  |  | 134,043 |  |  | $ | 20.46 |  |  |  |  |  |  |  |  |
Granted |  |  | 16,536 |  |  |  | 38.61 |  |  |  |  |  |  |  |  |
Exercised |  |  | (44,965 | ) |  |  | 15.68 |  |  |  |  |  |  |  |  |
Outstanding December 31, 2019 |  |  | 105,614 |  |  | $ | 25.34 |  |  |  | 5.70 |  |  | $ | 2,563 |
Exercisable at December 31, 2019 |  |  | 85,328 |  |  | $ | 22.62 |  |  |  | 5.10 |  |  | $ | 2,303 |
Vested and expected to vest at December 31, 2019 |  |  | 105,614 |  |  | $ | 25.34 |  |  |  | 5.70 |  |  | $ | 2,563 |
During the years ended December 31, 2019, 2018 and 2017, the total intrinsic value of all options exercised (i.e., the difference between the market price and the price paid by the employees to exercise the options) was approximately $1.0, $1.2 million and $0.6 million, respectively, and the total amount of consideration received from the exercise of these options was approximately $0.7 million, $1.3 million and $0.8 million, respectively. At its discretion, the Company allows option holders to surrender previously-owned common stock in lieu of paying the exercise price and withholding taxes. During the years ended December 31, 2019 and 2018, no shares were surrendered for this purpose. During the year ended December 31, 2017, 6,511 shares were surrendered to pay the exercise price at an average market price of $26.45. On February 19, 2019, the Company’s Compensation Committee approved the award of $400 thousand payable in shares of the Company’s common stock to the Company’s Chairman, Chief Executive Officer, and President under the 2003 Equity Incentive Plan. The shares were issued on December 12, 2019. On June 5, 2019 the Company issued 16,536 shares of unrestricted common stock to the non-employee members of the Company’s Board of Directors as part of their annual retainer for serving on the Board. The Company grants RSUs to its executive officers and employees. The stock unit awards are subject to various time-based vesting requirements, and certain portions of these awards are subject to performance criteria of the Company. Compensation expense on these awards is recorded based on the fair value of the award at the date of grant, which is equal to the Company’s closing stock price, and is charged, to expense ratably during the service period. No compensation expense is taken on awards that do not become vested, and the amount of compensation expense recorded is adjusted based on management’s determination of the probability that these awards will become vested. The following table summarizes information about stock unit award activity during the year ended December 31, 2019:
|  | Restricted Stock Units |  | Weighted Average Award Date Fair Value
Outstanding at December 31, 2018 |  |  | 72,996 |  |  | $ | 23.60 |
Awarded |  |  | 64,701 |  |  |  | 33.55 |
Shares vested |  |  | (20,529 | ) |  |  | 23.74 |
Forfeitures |  |  | (3,302 | ) |  |  | 33.31 |
Outstanding at December 31, 2019 |  |  | 113,866 |  |  | $ | 28.36 |
At the Company’s discretion, RSU holders are given the option to net-share settle to cover the required minimum withholding tax, and the remaining amount is converted into the equivalent number of common shares. During the year ended December 31, 2019, 8,341 shares were redeemed for this purpose at an average market price of $33.69. During the years ended December 31, 2018 and 2017, 5,238 and 4,377 shares were redeemed for this purpose at an average market price of $27.60 and $24.50, respectively. The following summarizes the future share-based compensation expense the Company will record as the equity securities granted through December 31, 2019, vest (in thousands):
|  | Options |  | Restricted Stock Units |  | Total
2020 |  | $ | 116 |  |  | $ | 999 |  |  | $ | 1,115 |
2021 |  |  | - |  |  |  | 746 |  |  |  | 746 |
2022 |  |  | - |  |  |  | 409 |  |  |  | 409 |
2023 |  |  | - |  |  |  | 48 |  |  |  | 48 |
Total |  | $ | 116 |  |  | $ | 2,202 |  |  | $ | 2,318 |

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