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7. Shareholders' Equity

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Shareholders' Equity

(7) Shareholders’ Equity

Common Stock

Holders of common stock are entitled to such dividends as our board of directors, in its discretion, may declare out of funds available, subject to the terms of any outstanding shares of preferred stock and other restrictions. In the event of liquidation of the Company, holders of common stock are entitled to receive, pro rata, all of the assets of the Company available for distribution, after payment of any liquidation preference to the holders of outstanding shares of preferred stock. Holders of the shares of common stock have no conversion or preemptive or other subscription rights and there are no redemption or sinking fund provisions applicable to the common stock.

Stock Purchases

For the year ending December 31, 2017, we purchased 2,745,493 shares of our common stock at an average price of $4.49. We purchased 2,693,562 shares of our stock in the open market for $12.1 million. In October 2017 our board of directors authorized the repurchase of up to $10 million of our common stock. There was $4.7 million of board authorization remaining in our repurchase plans from prior authorizations at December 31, 2016. There is approximately $12.6 million of board authorization remaining under such plans, which have no expiration date.

The remaining purchases of 51,931 shares were related to net exercises of outstanding options and warrants. In transactions during the year ended December 31, 2017, the holders of options and warrants to purchase 110,000 shares of our common stock paid the aggregate $241,000 exercise price by surrender to us of 51,931 of such 110,000 shares.

Options and Warrants

In 2006, the Company adopted and its shareholders approved the CPS 2006 Long-Term Equity Incentive Plan (the “2006 Plan”) pursuant to which our Board of Directors, or a duly-authorized committee thereof, may grant stock options, restricted stock, restricted stock units and stock appreciation rights to our employees or employees of our subsidiaries, to directors of the Company, and to individuals acting as consultants to the Company or its subsidiaries. In June 2008, May 2012, April 2013 and again in May 2015, the shareholders of the Company approved an amendment to the 2006 Plan to increase the maximum number of shares that may be subject to awards under the 2006 Plan to 5,000,000, 7,200,000, 12,200,000 and 17,200,000, respectively, in each case plus shares authorized under prior plans and not issued. Options that have been granted under the 2006 Plan and a previous plan approved in 1997 have been granted at an exercise price equal to (or greater than) the stock’s fair value at the date of the grant, with terms generally of 7-10 years and vesting generally over 4-5 years.

The per share weighted-average fair value of stock options granted during the years ended December 31, 2017, 2016 and 2015 was $1.32, $1.38 and $2.41, respectively. That fair value was estimated using a binomial option pricing model using the weighted average assumptions noted in the following table. We use historical data to estimate the expected term of each option. The volatility estimate is based on the historical and implied volatility of our stock over the period that equals the expected life of the option. Volatility assumptions ranged from 35% to 37% for 2017, 44% to 51% for 2016, and 47% to 51% for 2015. The risk-free interest rate is based on the yield on a U.S. Treasury bond with a maturity comparable to the expected life of the option. The dividend yield is estimated to be zero based on our intention not to issue dividends for the foreseeable future.

		Year Ended December 31,
		2017				2016				2015
Expected life (years)			4.02				4.04				4.21
Risk-free interest rate			1.59%				1.09%				1.35%
Volatility			36%				51%				51%
Expected dividend yield			–				–				–

For the years ended December 31, 2017, 2016 and 2015, we recorded stock-based compensation costs in the amount of $5.7 million, $5.6 million and $5.0 million, respectively. As of December 31, 2017, the unrecognized stock-based compensation costs to be recognized over future periods was equal to $5.8 million. This amount will be recognized as expense over a weighted-average period of 1.9 years.

At December 31, 2017 and 2016, options outstanding had intrinsic values of $10.4 million and $17.8 million, respectively. At December 31, 2017 and 2016, options exercisable had intrinsic values of $9.5 million and $14.2 million, respectively. The total intrinsic value of options exercised was $1.9 million and $1.3 million for the years ended December 31, 2017 and 2016, respectively. New shares were issued for all options exercised during the year ended December 2017 and cash of $1.1 million was received. A tax benefit of $178,000 was recorded for the options exercised in 2017. At December 31, 2017, there were a total of 2.5 million additional shares available for grant under the 2006 Plan.

Stock option activity for the year ended December 31, 2017 for stock options under the 2006 and 1997 plans is as follows:

		Number of Shares (in thousands)				Weighted Average Exercise Price				Weighted Average Remaining Contractual Term
Options outstanding at the beginning of period			12,595			$	4.56			N/A
Granted			1,470				4.35			N/A
Exercised			(647	)			1.68			N/A
Forfeited/Expired			(283	)			5.62			N/A
Options outstanding at the end of period			13,135			$	4.66			4.45 years

Options exercisable at the end of period			8,789			$	4.51			4.04 years

We did not issue any stock options with an exercise price above or below the market price of the stock on the grant date for the years ended December 31, 2017, 2016 and 2015.

In connection with the amendment to and partial repayment of our residual interest financing in July 2008, we issued warrants exercisable for 2,500,000 common shares for $4,071,429. The warrants represent the right to purchase 2,500,000 CPS common shares at a nominal exercise price, at any time prior to July 10, 2018. In March 2010 we repurchased warrants for 500,000 of these shares for $1.0 million. Warrants to purchase 2,000,000 shares remain outstanding as of December 31, 2017.