Quarterly report pursuant to Section 13 or 15(d)

Capital Stock, Stock Plans, Warrants and Stock Based Compensation

v3.22.1
Capital Stock, Stock Plans, Warrants and Stock Based Compensation
3 Months Ended
Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Capital Stock, Stock Plans, Warrants and Stock Based Compensation

 

6. Capital Stock, Stock Plans, Warrants and Stock Based Compensation

 

The Company has certain stock option plans under which it may award incentive stock options (“ISOs”) and/or non-qualified stock options (“NQSOs”) to employees, officers, outside directors, and outside consultants. No stock options were granted in the first quarter of 2022.

 

The Company granted a NQSO to Robert Ferguson on July 27, 2017 from the Company’s 2017 Stock Option Plan (“2017 Plan”) for the purchase of up to 100,000 shares of the Company’s Common Stock (“Ferguson Stock Option”) in connection with his work as a consultant to the Company’s Test Bed Initiative (“TBI”) at our Perma-Fix Northwest Richland, Inc. (“PFNWR”) facility at an exercise price of $3.65 per share, which was the fair market value of the Company’s Common Stock on the date of grant. The term of the Ferguson Stock Option is seven years from the grant date. The vesting of the Ferguson Stock Option is subject to the achievement of three separate milestones by certain dates. The first milestone was met and the shares under the first milestone were issued to Robert Ferguson in May 2018. The Company had previously entered into amendments whereby the vesting dates for the second and third milestones for the purchase of up to 30,000 and 60,000 shares of the Company’s Common Stock were extended to December 31, 2021 and December 31, 2022, respectively. On January 20, 2022, the Company’s Compensation and Stock Option Committee (“Compensation Committee”) and the Board of Directors (“Board”) further amended the vesting dates of the second and third milestones to December 31, 2022 and December 31, 2023, respectively. This amendment was approved by the Compensation Committee and the Board to take effect December 31, 2021. The Company has not recognized compensation costs (fair value of approximately $289,000 at March 31, 2022) for the remaining 90,000 Ferguson Stock Option under the remaining two milestones since achievement of the performance obligation under each of the two remaining milestones is uncertain at March 31, 2022. All other terms of the Ferguson Stock Option remain unchanged.

 

The following table summarizes stock-based compensation recognized for the three months ended March 31, 2022 and 2021 for our employee and director stock options.

 Schedule of Share-based Compensation, Allocation of Recognized Period Costs

      2022 2021  
    Three Months Ended  
Stock Options   March 31,  
    2022     2021  
Employee Stock Options   $ 86,000     $ 33,000  
Director Stock Options     16,000       12,000  
Total   $ 102,000     $ 45,000  

 

At March 31, 2022, the Company has approximately $1,287,000 of total unrecognized compensation costs related to unvested options for employee and directors. The weighted average period over which the unrecognized compensation costs are expected to be recognized is approximately 4.1 years.

 

 

The summary of the Company’s total Stock Option Plans as of March 31, 2022 and March 31, 2021, and changes during the periods then ended, are presented below. The Company’s Plans consist of the 2010 Stock Option Plan, the 2017 Plan and the 2003 Outside Directors Stock Plan (“2003 Plan”):

 

 Schedule of Stock Options Roll Forward

    Shares    

Weighted Average

Exercise

Price

   

Weighted Average Remaining Contractual Term

(years)

   

Aggregate Intrinsic

Value (3)

 
Options outstanding January 1, 2022     1,019,400     $ 4.91                
Granted         $                  
Exercised         $             $  
Forfeited/expired         $                  
Options outstanding end of period (1)   1,019,400     $ 4.91       3.8     $ 1,150,167  
Options exercisable at March 31, 2022(1)   455,900     $ 3.92       2.5     $ 779,362  

 

    Shares    

Weighted Average

Exercise

Price

   

Weighted Average Remaining Contractual Term

(years)

   

Aggregate Intrinsic

Value (3)

 
Options outstanding January 1, 2021     658,400     $ 3.87                
Granted                            
Exercised                       $  
Forfeited/expired                            
Options outstanding end of period (2)   658,400     $ 3.87       3.2     $ 2,279,267  
Options exercisable at March 31, 2021(2)   392,400     $ 4.08       3.4     $ 1,274,287  

 

(1) Options with exercise prices ranging from $2.79 to $7.50
(2) Options with exercise prices ranging from $2.79 to $7.29
(3) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option.

 

During the three months ended March 31, 2022, the Company issued a total of 19,520 shares of its Common Stock under the 2003 Plan to its outside directors as compensation for serving on our Board. The Company recorded approximately $120,000 in compensation expenses (included in selling, general and administration (“SG&A”) expenses) in connection with the issuance of shares of its Common Stock to outside directors.

 

In connection with a $2,500,000 loan that the Company entered into with Mr. Robert Ferguson (the “Ferguson Loan”) on April 1, 2019, the Company issued a warrant to Mr. Ferguson for the purchase of up to 60,000 shares of our Common Stock at an exercise price of $3.51 per share. The warrant expires on April 1, 2024 and remains outstanding at March 31, 2022. The Ferguson Loan was paid-in-full in December 2020.