STOCKHOLDERS EQUITY

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Common Stock

Our certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. As of December 31, 2020, we are authorized to issue 59,780 thousand shares of Class A common stock and 220 thousand shares of Class B common stock, each with a par value of $0.01 per share. Holders of our Class A common stock and Class B common stock are entitled to dividends when, as and if, declared by our board of directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2020, we have not declared any dividends. The holder of each share of Class A common stock is entitled to one vote, while the holder of each share of Class B common stock is entitled to fifteen votes. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common stock upon transfer. Class A common stock and Class B common stock are referred to as common stock throughout the notes to these financial statements, unless otherwise noted.

As of December 31, 2020, there were 8.0 million shares of Class A common stock issued and 7.9 million shares outstanding. As of December 31, 2020, there were 220 thousand shares of Class B common stock issued and outstanding.

Preferred Stock

The Company's certificate of incorporation authorizes the issuance of Series C non-convertible preferred stock, par value $0.01 per share and a stated value of $5.00 per share. As of December 31, 2020, the Company is authorized to issue 20.0 million shares of Series C preferred stock. As of December 31, 2020, there were 3.4 thousand shares of Series C preferred stock issued and outstanding. The Series C Preferred Stock has a discretionary, non-cumulative, dividend feature and is redeemable for $5.00 per share. The Series C Preferred Stock is redeemable by holders in the event of liquidation or change in control of the Company.

Stock-based Compensation Plans

On December 14, 2004, the Company adopted the 2004 Long-Term Compensation Plan (the “2004 Plan”). On February 12, 2019 the Company approved the 2019 Omnibus Incentive Plan (the “2019 Plan”) which replaced the 2004 Plan. The 2019 Plan provides for the issuance of stock options, stock appreciation rights, or SARs, restricted stock, deferred stock, dividend equivalents, bonus stock and awards in lieu of cash compensation, other stock-based awards and performance awards. Any shares issued under the Plan typically vest over periods of four years. Stock options issued under the plan expire 10 years from the date they are granted.

The 2019 Plan authorized 2.5 million shares of our Class A Common Stock subject to adjustment for forfeitures and tax withholding. As of December 31, 2020 and 2019, there were 2.1 million shares available for issuance under the 2019 Plan.

The fair value of each option award is calculated on the date of grant using the Black-Scholes option pricing model and certain subjective assumptions. Expected volatilities are calculated based on our historical trading activities. We recognize forfeitures as they occur. The risk-free rate for the periods is based on the U.S. Treasury rates in effect at the time of grant. The expected term of options is based on the Company’s historical experience.

The following table summarizes the assumptions used to calculate the fair value of options during 2019. There were no options granted in 2020.


	2019
Weighted average fair value of options granted	$	1.65
Dividend yields	—
Expected volatility	82.03%-82.32%
Weighted average expected volatility	82.27		%
Weighted average risk-free interest rates	2.15		%
Weighted average expected term (in years)	8

The following table summarizes information about stock option activity:


	Shares	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2019	418	$	3.42	7.67	$	9
Granted	104	1.89
Exercised	—	—
Forfeited or Expired	(7)	12.01
Outstanding at December 31, 2019	515	$	2.96	7.24	$	60
Granted	—	—
Exercised	—	—
Forfeited or Expired	(79)	3.75
Outstanding at December 31, 2020	436	$	2.81	6.74	$	424
Exercisable at December 31, 2020	274	$	3.23	5.12	$	256

As of December 31, 2020 and 2019, the weighted-average remaining contractual term of unexercised stock options was 5.1 years and 4.5 years, respectively.

A summary of the Company’s restricted share activity is presented below:


	Shares	Weighted Average Grant Date Fair Value
Restricted unvested at January 1, 2019	138	$	2.18
Granted	254	2.33
Vested	(46)	2.18
Forfeited or Expired	—	—
Outstanding at December 31, 2019	346	$	2.29
Granted	636	1.96
Vested	(112)	2.27
Forfeited or Expired	—	—
Unvested at December 31, 2020	870	$	2.06

As of December 31, 2020 and 2019, there was $1.1 million and $0.6 million, respectively, of unrecognized compensation cost related to nonvested stock options and restricted stock issuances granted under the 2019 Plan and 2004 Plan, respectively. The Company intends to issue new shares of its common stock upon vesting of restricted stock grants or the exercise of stock options.

In November 2014, our board of directors approved a share repurchase program authorizing the Company to repurchase up to 429 thousand shares of our Class A common stock in one or more open market or privately negotiated transactions depending on market price and other factors.

At December 31, 2020 and 2019, 404 thousand shares of our Class A common stock remain available for repurchase pursuant to our share repurchase agreement.