Quarterly report pursuant to Section 13 or 15(d)

Capital Stock, Stock Plans and Stock Based Compensation

v3.22.2
Capital Stock, Stock Plans and Stock Based Compensation
6 Months Ended
Jun. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Capital Stock, Stock Plans and Stock Based Compensation

6. Capital Stock, Stock Plans 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 six months 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 June 30, 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 June 30, 2022. All other terms of the Ferguson Stock Option remain unchanged.

 

The following table summarizes stock-based compensation recognized for the three and six months ended June 30, 2022 and 2021 for our employee and director stock options.

 

    2022     2021     2022     2021  
    Three Months Ended     Six Months Ended  
Stock Options   June 30,     June 30,  
    2022     2021     2022     2021  
Employee Stock Options   $ 86,000     $ 33,000     $ 172,000     $ 66,000  
Director Stock Options     17,000       9,000       33,000       21,000  
Total   $ 103,000     $ 42,000     $ 205,000     $ 87,000  

 

At June 30, 2022, the Company has approximately $1,184,000 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 3.9 years.

 

 

The summary of the Company’s total Stock Option Plans as of June 30, 2022 and June 30, 2021, and changes during the periods then ended, are presented below. The Company’s Plans consist of the 2010 Stock Option Plan, the 2017 Plans and the 2003 Outside Directors Stock Plan, as amended (“2003 Plan”):

 

    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     (50,000 )   $ 3.97             $ 98,000  
Forfeited/expired           $                    
Options outstanding end of period (1)     969,400     $ 4.96       3.7     $ 883,991  
Options exercisable at June 30, 2022(1)     405,900     $ 3.91       2.5     $ 577,276  

 

    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     6,000     $ 7.50                  
Exercised     (500 )   $ 3.15             $ 2,175  
Forfeited/expired     (1,500 )   $ 3.15                  
Options outstanding end of period (1)     662,400     $ 3.90       3.1     $ 2,153,595  
Options exercisable at June 30, 2021(2)     391,900     $ 4.08       3.1     $ 1,202,495  

 

(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.

 

During the six months ended June 30, 2022, the Company issued a total of 41,187 shares of its Common Stock under the 2003 Plan to its outside directors as compensation for serving on our Board. The Company has recorded approximately $240,000 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.

 

During the six months ended June 30, 2022, the Company issued 16,526 shares of its Common Stock from a cashless exercise of an option for the purchase of 50,000 shares of the Company’s Common Stock at $3.97 per share.

 

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 June 30, 2022. The Ferguson Loan was paid-in-full in December 2020.