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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2020
Equity [Abstract] |
Stockholders' Equity | Note 16 – Stockholders’ Equity Capital Stock The Company’s authorized capital stock consists of 300,000,000 common shares with a par value of $0.01 per share and 10,000,000 preferred shares with a par value of $10.00 per share. On October 6, 2020, we completed a public offering (the “2020 Public Offering”) of 5,462,500 shares of our common stock, at a public offering price of $1.75 per share, which included a full exercise of the underwriters’ option to purchase 712,500 additional shares of common stock from us. We received approximately $8.7 million of net proceeds, after deducting underwriting discounts and commissions, but before offering expenses. We intend to use the net proceeds to provide additional funds for general corporate purposes, which may include, without limitation, the expansion of the businesses of HGC and HGP, working capital and growth capital. During 2019 and 2020 the Company issued 10,783 and 274,582 shares of common stock, respectively, pursuant to the exercise of stock options. In connection with an agreement entered on November 25, 2019, the Company issued 75,000 common shares to Maxim Group LLC for services rendered during 2019 and 205,000 common shares for services rendered during 2020. As further described below, the Company issued a total of 600,000 shares of restricted stock during 2018. Each share of Series N preferred stock has a voting entitlement equal to 40 common shares, votes with the common stock on an as-converted basis and is senior to all other preferred stock of the Company. Dividends, if any, will be paid on an as-converted basis equal to common stock dividends. The conversion value of each share of Series N preferred stock is $1,000, and each share is convertible to 40 common shares at the rate of $25.00 per common share. The holders of shares of Series N preferred stock are entitled to liquidation preference over common stockholders equivalent to $1,000 per share. During 2019, one share of the Company’s Series N preferred stock was converted into 40 shares of the Company’s common stock. During 2020, no shares of the Company’s Series N preferred stock were converted into shares of the Company’s common stock. Stock-Based Compensation Plans At December 31, 2020, the Company had four stock-based compensation plans which are described below. The fourth of these plans was adopted on May 5, 2016, and received approval from the Company’s stockholders at the special meeting of stockholders held on September 14, 2016. 2003 Stock Option and Appreciation Rights Plan In 2003, the stockholders of the Company approved the 2003 Stock Option and Appreciation Rights Plan (the “2003 Plan”) which provided for the issuance of incentive stock options, non-qualified stock options and Stock Appreciation Rights (“SARs”) up to an aggregate of 2,000,000 shares of common stock (subject to adjustment in the event of stock dividends, stock splits, and other similar events). The plan had a ten-year term, and therefore after 2013 no options have been issued. The price at which shares of common stock covered by the option can be purchased was determined by the Company’s Board or a committee thereof; however, in the case of incentive stock options the exercise price was never less than the fair market value of the Company’s common stock on the date the option was granted.
2003 Plan |  | 2020 |  |  | 2019 |
Options outstanding, beginning of year |  |  | 20,000 |  |  |  | 310,000 |
Options expired |  |  | (20,000 | ) |  |  | (140,000 | )
Options forfeited |  |  | — |  |  |  | (150,000 | )
Options outstanding, end of year |  |  | — |  |  |  | 20,000 |
No SARs were issued under the 2003 Plan. 2010 Non-Qualified Stock Option Plan In 2010, the Company’s Board approved the 2010 Non-Qualified Stock Option Plan (the “2010 Plan”) to induce certain key employees of the Company or any of its subsidiaries who are in a position to contribute materially to the Company’s prosperity to remain with the Company, to offer such persons incentives and rewards in recognition of their contributions to the Company’s progress, and to encourage such persons to continue to promote the best interests of the Company. The Company reserved 1,250,000 shares of common stock (subject to adjustment under certain circumstances) for issuance or transfer upon exercise of options granted under the 2010 Plan. Options may be issued under the 2010 Plan to any key employees or consultants selected by the Company’s Board (or an appropriately qualified committee). Options may not be granted with an exercise price less than the fair market value of the common stock of the Company as of the day of the grant. Options granted pursuant to the plan are subject to limitations on transfer and execution and may be issued subject to vesting conditions. Options may also be forfeited in certain circumstances. During both 2019 and 2020, options to purchase 60,000 shares were granted to the Company’s independent directors as part of their annual compensation. During 2020, options to purchase 50,000 shares were granted to newly appointed independent directors. Also during 2020, the Company issued options to purchase 15,000 shares of common stock to an outside consultant.
2010 Plan |  | 2020 |  |  | 2019 |
Options outstanding, beginning of year |  |  | 975,000 |  |  |  | 915,000 |
Options granted |  |  | 125,000 |  |  |  | 60,000 |
Options outstanding, end of year |  |  | 1,100,000 |  |  |  | 975,000 |
The outstanding options vest over four years at exercise prices ranging from $0.24 to $2.77 per share. Other Options Issued In 2012, the Company’s Board approved the issuance of options for 625,000 shares of common stock. The options expired during 2019. In 2019, the Company’s Board approved the issuance of options to purchase 265,000 shares at exercise prices ranging from $0.70 to $0.85 to certain accredited personnel. In 2020, the Company’s Board approved the issuance of options to purchase 90,000 shares at an exercise price of $1.41 to certain accredited personnel.
Other Options |  | 2020 |  |  | 2019 |
Options outstanding, beginning of year |  |  | 265,000 |  |  |  | 625,000 |
Options issued |  |  | 90,000 |  |  |  | 265,000 |
Options exercised |  |  | (10,625 | ) |  |  | — |
Options expired |  |  | — |  |  |  | (625,000 | )
Options outstanding, end of year |  |  | 344,375 |  |  |  | 265,000 |
Heritage Global Inc. 2016 Stock Option Plan In 2016, the Company adopted the Heritage Global Inc. 2016 Stock Option Plan (the “2016 Plan”) which provided for the issuance of incentive stock options and non-qualified stock options up to an aggregate of 3,150,000 shares of common stock (subject to adjustment in the event of stock dividends, stock splits, and other similar events). Options may not be granted with an exercise price less than the fair market value of the common stock of the Company as of the day of the grant. Options granted pursuant to the plan are subject to limitations on transfer and execution and may be issued subject to vesting conditions. Options may also be forfeited in certain circumstances. During 2016 options to purchase 2,539,200 shares of common stock were granted to the Company’s employees. During 2019 and 2020, options to purchase a total of 324,850 and 259,750 shares, respectively, were granted to the Company’s employees under the 2016 Plan.
2016 Plan |  | 2020 |  |  | 2019 |
Options outstanding, beginning of year |  |  | 2,351,850 |  |  |  | 2,453,900 |
Options granted |  |  | 259,750 |  |  |  | 324,850 |
Options exercised |  |  | (372,725 | ) |  |  | (31,276 | )
Options forfeited |  |  | (167,025 | ) |  |  | (395,624 | )
Options outstanding, end of year |  |  | 2,071,850 |  |  |  | 2,351,850 |
The outstanding options under the 2016 Plan vest over four years at exercise prices ranging from $0.45 to $2.77 per share. Stock-Based Compensation Expense Total compensation cost related to stock options in 2020 and 2019 was $0.4 million and $0.3 million, respectively. These amounts were recorded in selling, general and administrative expense in both years. During 2020 and 2019, options to purchase 383,350 and 31,276 shares were exercised, respectively. The tax benefit recognized by the Company related to these option exercises was approximately $0.2 million in 2020, as compared to an immaterial amount recognized in 2019. In connection with the stock option grants during 2020 and 2019, the fair value of each option grant was estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:
|  | 2020 |  |  | 2019 |
Risk-free interest rate |  | 0% - 2% |  |  | 2% - 3% |
Expected life (years) |  |  | 6.8 |  |  |  | 6.8 |
Expected volatility |  | 74% |  |  | 73% |
Expected dividend yield |  | Zero |  |  | Zero |
The risk-free interest rates are those for U.S. Treasury constant maturities for terms matching the expected term of the option. The expected life of the options is calculated according to the simplified method for estimating the expected term of the options, based on the vesting period and contractual term of each option grant. Expected volatility is based on the Company’s historical volatility. The Company has never paid a dividend on its common stock and therefore the expected dividend yield is zero. The following summarizes the changes in common stock options for 2020 and 2019:
|  | 2020 |  |  | 2019 |
|  | Options |  |  | Weighted Average Exercise Price |  |  | Options |  |  | Weighted Average Exercise Price |
Outstanding at beginning of year |  |  | 3,611,850 |  |  | $ | 0.51 |  |  |  | 4,303,900 |  |  | $ | 0.75 |
Granted |  |  | 474,750 |  |  | $ | 1.62 |  |  |  | 649,850 |  |  | $ | 0.74 |
Exercised |  |  | (383,350 | ) |  | $ | 0.46 |  |  |  | (31,276 | ) |  | $ | 0.45 |
Expired |  |  | (20,000 | ) |  | $ | 0.83 |  |  |  | (765,000 | ) |  | $ | 2.00 |
Forfeited |  |  | (167,025 | ) |  | $ | 1.15 |  |  |  | (545,624 | ) |  | $ | 0.61 |
Outstanding at end of year |  |  | 3,516,225 |  |  | $ | 0.63 |  |  |  | 3,611,850 |  |  | $ | 0.51 |
Options exercisable at year end |  |  | 2,566,100 |  |  | $ | 0.47 |  |  |  | 2,157,336 |  |  | $ | 0.46 |
Weighted-average fair value of options granted during the year |  |  |  |  |  | $ | 1.10 |  |  |  |  |  |  | $ | 0.50 |
As of December 31, 2019, the Company had unvested options for the purchase of 1,454,514 shares with a weighted average grant date fair value of $0.39 per share. As of December 31, 2020, the Company had unvested options for the purchase of 950,125 shares with a weighted average grant date fair value of $0.71 per share. As of December 31, 2020, the total unrecognized stock-based compensation expense related to unvested stock options was $0.6 million, which is expected to be recognized over a weighted-average period of 3.1 years. The total fair value of options vesting during both 2020 and 2019 was $0.3 million. The unvested options have no associated performance conditions. In general, the Company’s employee turnover is low, and the Company expects that the majority of the unvested options will vest according to the standard four-year timetable. The following table summarizes information about all stock options outstanding at December 31, 2020:
Exercise price |  | Options Outstanding |  |  | Weighted Average Remaining Life (years) |  |  | Weighted Average Exercise Price |  |  | Number Exercisable |  |  | Weighted Average Remaining Life (years) |  |  | Weighted Average Exercise Price |
$ 0.24 to $ 0.40 |  |  | 100,000 |  |  |  | 6.4 |  |  | $ | 0.34 |  |  |  | 75,000 |  |  |  | 6.2 |  |  | $ | 0.31 |
$ 0.42 to $ 0.48 |  |  | 2,357,600 |  |  |  | 6.0 |  |  | $ | 0.45 |  |  |  | 2,279,350 |  |  |  | 5.9 |  |  | $ | 0.45 |
$ 0.53 to $ 1.00 |  |  | 758,625 |  |  |  | 7.9 |  |  | $ | 0.77 |  |  |  | 211,750 |  |  |  | 5.9 |  |  | $ | 0.73 |
$ 1.41 to $ 2.77 |  |  | 300,000 |  |  |  | 9.5 |  |  | $ | 1.76 |  |  |  | — |  |  | N/A |  |  | N/A |
|  |  | 3,516,225 |  |  |  | 6.7 |  |  | $ | 0.63 |  |  |  | 2,566,100 |  |  |  | 5.9 |  |  | $ | 0.47 |
At December 31, 2020 and 2019, the aggregate intrinsic value of exercisable options was $6.3 million and $1.2 million, respectively. Restricted Stock Restricted stock awards represent a right to receive shares of common stock at a future date determined in accordance with the participant’s award agreement. There is no exercise price and no monetary payment required for receipt of restricted stock awards or the shares issued in settlement of the award. Instead, consideration is furnished in the form of the participant’s services to the Company. Compensation cost for these awards is based on the fair value on the date of grant and recognized as compensation expense on a straight-line basis over the requisite service period. In June 2018, the Company granted 600,000 shares of Company restricted common stock in connection with the Addendum to the Employment Agreements of David Ludwig and Tom Ludwig. The shares are subject to certain restrictions on transfer and a right of repurchase over five years, ending May 31, 2023, and require a continued term of service to the Company. Stock-based compensation expense related to the restricted stock awards, calculated by using the grant date fair value of $0.43 per share, was $52,000 for both 2019 and 2020. The unrecognized stock-based compensation expense as of December 31, 2019 and 2020 was approximately $0.2 million and $0.1 million, respectively.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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