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Note 17 - Stockholders' Equity
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
17.
   Stockholders’ Equity
 
Stock Options
 
The Compensation Committee administers the stock-based plans. The exercise price for Incentive Stock Options (“ISO”) cannot be less than the fair value of the stock subject to the option on the grant date (
110%
of such fair value in the case of ISOs granted to a stockholder who owns more than
10%
of the Company’s Common Stock). The exercise price of a Non-Qualified Stock Options (“NQSO”) shall be fixed by the Compensation Committee at whatever price the Committee
may
determine in good faith. Unless the Committee determines otherwise, options beginning with the
2009
Plan generally had a
4
-year term with a
3
-year vesting schedule. Unless the Committee provides otherwise, options terminate upon the termination of a participant’s employment, except that the participant
may
exercise an option to the extent it was exercisable on the date of termination and for a period of time after termination. Officers, directors and employees of, and consultants to the Company, or any parent or subsidiary corporation selected by the Committee, are eligible to receive options under the Plan. Subject to certain restrictions, the Committee is authorized to designate the number of shares to be covered by each award, the terms of the award, the date on which and the rates at which options or other awards
may
be exercised, the method of payment, vesting and other terms.
 
On
June 8, 2018,
our shareholders approved the
2018
Stock Incentive Plan (
“2018
Plan”). The
2018
Plan authorized the issuance of up to
300,000
shares of our common stock in the form of equity-based awards.
No
such shares were issued during
2018
or
2019.
As we did
not
file a registration statement within
one
year of the
2018
annual meeting of shareholders,
no
shares
may
be issued without subsequent shareholder approval.
 
The Company has applied the Black-Scholes model to value stock-based awards. That model incorporates various assumptions in the valuation of stock-based awards relating to the risk-free rate of interest to be applied, the estimated dividend yield and expected volatility of the Company’s Common Stock. The risk-free rate of interest is the U.S. Treasury yield curve for periods within the expected term of the option at the time of grant. The expected volatility is based on historical volatility of the Company’s Common Stock.
 
The valuation assumptions we have applied to determine the value of stock-based awards were as follows:
 
Historical stock price volatility: The Company used the weekly closing price to calculate historical annual volatility.
 
Risk-free interest rate: The Company bases the risk-free interest rate on the rate payable on US treasury securities in effect at the time of the grant, which varied between
2.2%
and
2.9%.
 
Expected life: The expected life of the option represents the period of time options are expected to be outstanding. The Company uses an expected life of
3.75
years.
 
Dividend yield: The estimate for dividend yield is
0%,
as the Company did
not
issue dividends during
2019
or
2018
and does
not
expect to do so in the foreseeable future.
 
Estimated forfeitures: When estimating forfeitures, the Company considers historical terminations as well as anticipated retirements.
 
The Company, at the discretion of the board,
may
issue options in excess of the total available, if options related to that stock plan are cancelled. In some cases,
not
all shares that are available to a stock plan are issued, as the Company is unable to issue options to a previous plan when a new plan is in place.
 
The Company’s pre-tax income for the fiscal year ended
December 31, 2019
and
2018
includes approximately
$178,000
and
$172,000,
respectively, of compensation costs related to share-based payments. As of
December 31, 2019,
there was
no
unrecognized compensation expense related to non-vested stock option grants.
 
On
April 2009,
the Board of Directors approved for adoption, and on
June 5, 2009,
the shareholders of the Company approved the
2009
Stock Incentive Plan (
“2009
Plan”).  The
2009
Plan authorized the issuance of up to
510,000
shares of stock or options to purchase stock of the Company (including cancelled shares reissued under the plan.)  As of
December 31, 2018,
394,469
were outstanding, of which
88,589
were vested and
305,880
were
not
vested.  Vesting is determined at time of grant. As of
December 31, 2019,
394,469
were outstanding, of which
88,589
were vested and
305,880
were
not
vested.
 
On
June 8, 2018,
our shareholders approved the
2018
Stock Incentive Plan (
“2018
Plan”).  The
2018
Plan authorized the issuance of up to
300,000
shares of our common stock in the form of equity-based awards. As we did
not
file a registration statement within
one
year, any future issuances would require subsequent shareholder approval.
 
No
options were exercised during the years ended
December 31, 2019
and
2018.
A total of
25,000
shares of restricted stock vested to Mr. Hyland pursuant to the terms of the grant related to his employment with the Company.
 
On
December 1, 2017,
pursuant to his offer of employment with the Company as President, Mr. Jeffrey Hyland was granted
25,000
shares of restricted stock (vesting over
four
years),
65,000
incentive stock options (vesting over
five
years) and
260,000
non-qualified options (vesting over
five
years). At
December 31, 2019,
471,144
options at a weighted average exercise price of
$3.95
were outstanding, and all vested. Subsequently, during
March 2020,
all unexercised options expired pursuant to their terms.
No
remaining options were outstanding as of
March 31, 2020.
 
During
2019,
Mr. Schwan converted
$600,000
of notes into
180,723
shares of our common stock, using the market price at the time of conversion.  Additionally,
100,000
shares of our common stock were issued to a vendor, Allegiance, in exchange for
$300,000
in amounts due to the vendor, also at market value at the time of the conversion. 
 
During
2020,
400,000
shares of our common stock were issued to LF related to the acceleration of closings in our financing, and an additional
200,000
shares were issued to Garden State Securities in its representation of the Company in this transaction.  LF invested
$5
million in the Company’s convertible preferred stock during
2020.
 
 
On
February 13, 2020,
as part of the financing transaction, the Company filed an Amended and Restated Certificate of Designation (the “Amended and Restated Certificate of Designation”) of its Series A Convertible Preferred Stock (the “Series A Preferred”) with the Secretary of State of the State of Illinois, which is attached hereto as Exhibit
3.1.
 
During
January 2019,
and as further described in Note
21,
the settlement of an arbitration proceeding resulted in the issuance of
20,000
shares of the Company’s common stock. An expense for the fair value of these shares was recorded as of
December 31, 2018
in the amount of approximately
$67,000.