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Stock-Based Compensation and Stock Repurchases | 3 Months Ended
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Mar. 31, 2023
Share-Based Compensation and Stock Repurchases [Abstract] |
Stock-Based Compensation and Stock Repurchases | Note 17 – Stock-Based Compensation and Stock Repurchases Employee and Director Stock Incentive Plan 2020 Stock Incentive Plan On November 4, 2020, the Company enacted the 2020 Stock Incentive Plan, which was also approved by the Company’s stockholders on December 8, 2020 (the “2020 Plan”). Under the 2020 Plan, the Company may grant stock options and other share-based payment awards of our Class A Common Stock to eligible employees, directors and consultants. The aggregate total number of shares of Class A Common Stock authorized for issuance under the 2020 Plan at March 31, 2023, was 1,250,000, of which 234,955 remain available for future issuance. In addition, if any awards that were outstanding under the 2010 Plan are subsequently forfeited or if the related shares are repurchased, a corresponding number of shares will automatically become available for issuance under the 2020 Plan, thus resulting in a potential increase in the number of shares available for issuance under the 2020 Plan. At March 31, 2023, this potential increase in the number of shares eligible for issuance under the 2020 Plan was 316,902 Class A Common Stock. Stock options are granted at exercise prices equal to the grant-date market prices and typically expire no later than five years from the grant date. In contrast to a stock option where the grantee buys our Company’s share at an exercise price determined on the grant date, a restricted stock unit (“RSU”) entitles the grantee to receive one share for every RSU based on a vesting plan, typically between one year and four years from grant. As discussed further below, a performance component has been added to certain of the RSUs granted to management. At the time the options are exercised or RSUs vest and are settled, at the discretion of management, we will issue treasury shares or make a new issuance of shares to the option or RSU holder. Stock Options We have estimated the grant-date fair value of our stock options using the Black-Scholes option-valuation model, which takes into account assumptions such as the dividend yield, the risk-free interest rate, the expected stock price volatility, and the expected life of the options. We expensed the estimated grant-date fair values of options over the vesting period on a straight-line basis. Based on our historical experience, the “deemed exercise” of expiring in-the-money options and the relative market price to strike price of the options, we have not estimated any forfeitures of vested or unvested options. No stock options were issued in the three months ended March 31, 2023. For the quarters ended March 31, 2023, and 2022, we recorded compensation expense of $9,000 and $53,000, respectively, with respect to our prior stock option grants. At March 31, 2023, the total unrecognized estimated compensation expense related to non-vested stock options was $27,000, which we expect to recognize over a weighted average vesting period of 0.75 years. The intrinsic, unrealized value of all options outstanding vested and expected to vest, at March 31, 2023, was $nil, as the closing price of our Common Stock on that date was $3.25. The following table summarizes the number of options outstanding and exercisable as of March 31, 2023, and December 31, 2022:
|  | Outstanding Stock Options - Class A Shares
|  | Number ‎of Options |  | Weighted ‎Average ‎Exercise Price |  | Weighted ‎Average ‎Remaining ‎Years of ‎Contractual ‎Life |  | Aggregate ‎Intrinsic ‎Value
|  | Class A |  | Class A |  | Class A |  | Class A
Balance - December 31, 2021 |  | 517,344 |  | $ | 15.42 |  | 1.66 |  | $ | —
Granted |  | — |  |  | — |  | — |  |  | —
Exercised |  | — |  |  | — |  | — |  |  | —
Forfeited |  | (189,846) |  |  | 14.63 |  | — |  |  | —
Balance - December 31, 2022 |  | 327,498 |  | $ | 15.87 |  | 1.24 |  | $ | —
Granted |  | — |  |  | — |  | — |  |  | —
Exercised |  | — |  |  | — |  | — |  |  | —
Forfeited |  | — |  |  | — |  | — |  |  | —
Balance - March 31, 2023 |  | 327,498 |  | $ | 15.51 |  | 0.71 |  | $ | —
Restricted Stock Units The following table summarizes the status of RSUs granted to date as of March 31, 2023:
|  | Outstanding Restricted Stock Units
|  | RSU Grants (in units) |  |  |  | Vested, |  | Unvested, |  | Forfeited,
Grant Date |  | Directors |  | Management |  | Total ‎Grants |  | March 31, ‎2023 |  | March 31, ‎2023 |  | March 31, ‎2023
Opening balance |  | 129,796 |  | 165,753 |  | 295,549 |  | 287,958 |  | — |  | 7,591
March 10, 2020 |  | — |  | 287,163 |  | 287,163 |  | 211,679 |  | 48,402 |  | 27,082
December 14, 2020 |  | — |  | 43,260 |  | 43,260 |  | 42,084 |  | — |  | 1,176
December 16, 2020 |  | 60,084 |  | 11,459 |  | 71,543 |  | 71,543 |  | — |  | —
April 5, 2021 |  | — |  | 262,830 |  | 262,830 |  | 45,403 |  | 217,427 |  | —
April 19, 2021 |  | — |  | 22,888 |  | 22,888 |  | 5,536 |  | 15,855 |  | 1,497
August 11, 2021 |  | 26,924 |  | — |  | 26,924 |  | 26,924 |  | — |  | —
December 8, 2021 |  | 48,951 |  | — |  | 48,951 |  | 48,951 |  | — |  | —
April 18, 2022 |  | — |  | 428,899 |  | 428,899 |  | — |  | 427,696 |  | 1,203
December 15, 2022 |  | 73,683 |  | — |  | 73,683 |  | — |  | 73,683 |  | —
Total |  | 339,438 |  | 1,222,252 |  | 1,561,690 |  | 740,078 |  | 783,063 |  | 38,549
RSU awards to management vest 25% on the anniversary of the grant date over a period of four years. Beginning in 2020, a performance component has been added to certain of the RSUs granted to management, which vest on the third anniversary of their grant date based on the achievement of certain performance metrics. From 2021 onwards, RSUs have two structures, which include time vesting and performance vesting. The majority of RSUs vest 75% evenly over a period of four years, with the remaining 25% contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the date of the grant. In the case of our Chief Executive Officer, RSUs vest 50% evenly over a period of four years with the remaining 50%, contingent upon the achievement of certain performance metrics, vesting in full on the third anniversary of the grant date. RSUs issued to non-employee directors vest on the first to occur of (i) 5:00 pm, Los Angeles, CA time on the last business day prior to the one-year anniversary of the Grant Date or (ii) the date on which the Recipient has served such Recipient’s full term as a Director. For the quarters ended March 31, 2023, and 2022, we recorded compensation expense of $434,000 and $363,000, respectively. The total unrecognized compensation expense related to the non-vested RSUs was $2.8 million as of March 31, 2023, which we expect to recognize over a weighted average vesting period of 1.56 years. Stock Repurchase Program On March 10, 2020, our Board of Directors authorized a $25.0 million increase to our 2017 stock repurchase program, bringing our total authorized repurchase amount remaining to $26.0 million, and extended the program to March 2, 2024. Through March 31, 2023, we have repurchased 1,792,819 shares of Class A Common Stock at an average price of $13.39 per share (excluding transaction costs). The last share repurchase made by our Company was made on March 5, 2020, at which time 25,000 shares were purchased at an average cost per share of $7.30.

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