XML 22 R12.htm IDEA: XBRL DOCUMENT v3.22.2.2
Note 5 - Shareholders' Equity
 9 Months Ended
Sep. 30, 2022
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]

5. SHAREHOLDERS’ EQUITY

 

Stock-Based Compensation

 

The Company has stock awards outstanding under its 2016 Omnibus Incentive Plan and 2022 Omnibus Incentive Plan. The 2022 Omnibus Incentive Plan was approved at the annual meeting of shareholders held on May 26, 2022. The Company accounts for its stock-based compensation plans using the fair-value based method for costs related to share-based payments, including restricted share units (“RSUs”) and stock options. During the nine months ended September 30, 2022, the Company issued 140,473 RSUs subject to service-based time vesting, with a weighted average grant date fair value of $20.31 per share, measured based on the closing fair market value of the Company's stock on the date of the grant. During the nine months ended September 30, 2021, the Company issued 129,906 RSUs subject to service-based time vesting with a weighted average grant date fair value of $23.44 per share, measured based on the closing fair market value of the Company’s stock on the date of grant.

 

During 2018, the Company granted 70,000 performance-based RSUs, the vesting of which occurs over a five-year period and is contingent upon continued service and achieving certain performance criteria established by the Compensation Committee on an annual basis. The performance criteria and measurement date for the final 21,000 performance-based RSUs is based on 2022 adjusted EBITDA and was established during the nine months ended September 30, 2022 with a grant date fair value of $20.32 per share, measured based on the closing fair market value of the Company's stock on the date the performance criteria was established. 

 

During the nine months ended September 30, 2022, the Company issued 91,042 performance-based RSUs, the vesting of which occurs over a five-year period and is contingent upon continued service and achieving certain performance criteria established by the Compensation Committee on an annual basis in increments of 15%, 20%, 20%, 20%, and 25% based on performance in 2022, 2023, 2024, 2025, and 2026, respectively. The performance criteria for the first-year tranche, or 13,654 of these performance-based RSUs, is based on 2022 adjusted EBITDA. The measurement date for these 13,654 performance-based RSUs was established during the nine months ended September 30, 2022 with a weighted average grant date fair value of $20.29 per share, measured based on the closing fair market value of the Company's stock on the date the performance criteria was established or, in the case of the portion of such performance-based RSUs which were granted contingent upon the approval of the 2022 Omnibus Incentive Plan by the Company's shareholders, the date the 2022 Omnibus Incentive Plan was approved by shareholders of the Company. The performance criteria for the remaining 77,388 performance-based RSUs has not yet been determined and will be established on an annual basis in 2023, 2024, 2025, and 2026, as applicable; therefore, the measurement date for these remaining 77,388 performance-based RSUs cannot be determined until the performance criteria have been established.

 

Total stock-based compensation expense recognized in the Condensed Consolidated Statements of Income is as follows (in thousands):

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2022

  

2021

  

2022

  

2021

 

Cost of revenues (excluding depreciation and amortization)

 $44  $31  $126  $82 

Product development

  151   111   428   329 

Sales and marketing

  98   76   283   217 

Other general and administrative

  625   644   1,772   1,632 

Total stock-based compensation expense

 $918  $862  $2,609  $2,260 

 

Share Repurchase Plan

 

On  November 30, 2021, the Company's Board of Directors authorized a share repurchase program to repurchase up to $20.0 million of the Company's outstanding shares of common stock. This share repurchase program concluded on  March 8, 2022, when the maximum dollar amount authorized under the program was expended. Under this program, the Company repurchased a total of 853,023 shares through open market purchases at an aggregate value of $20.0 million, reflecting an average price per share of $23.45 (excluding the cost of broker commissions). During the nine months ended September 30, 2022, the Company repurchased 649,739 shares pursuant to this share repurchase program at an aggregate fair value of $14.9 million, based on an average price per share of $22.92 (excluding the cost of broker commissions).

 

On March 14, 2022, the Company's Board of Directors approved an expansion of the Company's share repurchase program by authorizing the repurchase of up to an additional $10.0 million of the Company's outstanding shares of common stock. The share repurchase expansion program is scheduled to terminate on the earlier of March 13, 2023, or when the maximum dollar amount has been expended. During the nine months ended September 30, 2022, the Company repurchased 402,050 shares at an aggregate fair value of $8.1 million, reflecting an average price per share of $20.19 (excluding the cost of broker commissions). No repurchases occurred during the three months ended September 30, 2022.