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| Capital Transactions | Capital Transactions Dividends The declaration of future dividends is subject to the discretion of our Board of Directors and will depend upon numerous factors, including earnings, financial condition, restrictions imposed by any indebtedness that may be outstanding, cash requirements, future prospects and other factors deemed relevant by our Board of Directors. No dividends were declared for the six months ended June 30, 2026 and 2025. Share Repurchase Program On March 10, 2021, we announced a $15.0 million common share repurchase program. On March 8, 2022, we announced an amendment to the share repurchase program allowing the repurchase of an additional $30.0 million in common shares. On May 6, 2025, we announced an amendment to the share repurchase program allowing the repurchase of an additional $25.0 million in common shares. The repurchases may be made from time to time as market conditions warrant and are subject to regulatory considerations. For the six months ended June 30, 2026 and 2025, we repurchased 113,000 and 1,011,000 shares of our common stock for $2.6 million and $12.4 million, respectively, including excise taxes. At June 30, 2026, the remaining balance available for repurchases under the program was $14.8 million. Share-Based Compensation On May 6, 2026, the shareholders of the Company approved the adoption of the 2026 Stock Incentive Plan (“2026 Incentive Plan”) that provides for the grant of incentive stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards, dividend equivalents, stock awards, and other stock-based awards. The Compensation Committee of the Board of Directors has authority and discretion to determine the type of award, as well as the amount, terms and conditions of each award under the 2026 Incentive Plan, subject to the limitations of the 2026 Incentive Plan. A total of 1,500,000 shares of common stock have been reserved for issuance under the 2026 Incentive Plan. The number of shares available for awards, as well as the terms of outstanding awards, are subject to adjustment as provided in the 2026 Incentive Plan for stock splits, stock dividends, recapitalizations and other similar events. Our Amended and Restated 2012 Stock Incentive Plan (“2012 Incentive Plan”) expired on March 3, 2026. Upon expiration, no further equity awards may be granted under the 2012 Incentive Plan. However, any outstanding equity awards that were granted prior to expiration of the 2012 Incentive Plan will continue to remain in effect in accordance with their respective terms. Stock Options Our outstanding stock options include time-based stock options, which vest over differing periods of time ranging from the date of issuance to up to 48 months from the option grant date, and performance-based stock options, which have already vested upon achieving operating income margins of six, eight and ten percent as reported in four of five consecutive quarters over the term of the options. Stock option activity for the six-month period ended June 30, 2026, is as follows (amounts in thousands, except per share information):
There was no share-based compensation expense for the three- and six-month periods ended June 30, 2026 and 2025. As of June 30, 2026 and December 31, 2025, there was no unrecognized share-based compensation expense related to the grants described above. At June 30, 2026, the aggregate intrinsic value of outstanding and exercisable stock options to purchase 25,000 shares of common stock was $0.2 million. At December 31, 2025, the aggregate intrinsic value of outstanding and exercisable options to purchase 25,000 shares of common stock was $0.2 million. For the six months ended June 30, 2026, no shares of common stock were issued upon the exercise of stock options. For the six months ended June 30, 2025, we issued 25,000 shares of common stock upon the exercise of stock options at an average exercise price of $9.05 per share. The aggregate intrinsic value of options exercised during the six months ended June 30, 2025, was $0.1 million. For the six months ended June 30, 2025, we recognized $0.1 million of tax benefits from the exercise of stock options. As of June 30, 2026 and December 31, 2025, we did not have any unvested stock options outstanding. Restricted Stock Units Our outstanding restricted stock units (“RSUs”), include time-based RSUs, which vest over differing periods of time ranging from 12 months to up to 36 months from the RSU grant date, as well as performance-based RSUs, which vest upon achieving targets relating to adjusted EBITDA growth, stock price levels and/or total shareholder return ("TSR"). RSUs granted to members of the Board of Directors contain a restriction period in which the shares are not issued until two years after vesting. At June 30, 2026 and December 31, 2025, there were 87,000 and 78,000 vested RSUs outstanding, respectively, held by members of our Board of Directors with an accompanying restriction period. Restricted stock unit activity for the six-month period ended June 30, 2026, is as follows (amounts in thousands, except per share information):
During the six-month period ended June 30, 2026, we granted 414,000 RSUs under the 2026 Incentive Plan to the Board of Directors, executive officers and other employees, which were comprised of time-based RSUs, adjusted EBITDA and TSR performance-based RSUs. The time-based RSUs were issued with a weighted-average grant date fair value of $21.87 per share and vest in annual installments from the grant date over a - to three-year period from the grant date. The adjusted EBITDA performance-based RSUs were issued with a weighted-average grant date fair value of $22.22 per share and vest upon achieving adjusted EBITDA targets and maintaining those targets over a four-quarter period from the grant date. The TSR performance-based RSUs were issued with a weighted-average grant date fair value of $24.34 per share and vest upon achieving TSR targets at both a - and three-year measurement date from the grant date. Share-based compensation expense related to time-based RSUs for the three-month periods ended June 30, 2026 and 2025, was approximately $1.0 million and $1.1 million, respectively. Share-based compensation expense related to time-based RSUs for the six-month periods ended June 30, 2026 and 2025, was approximately $1.9 million and $2.0 million, respectively. As of June 30, 2026 and December 31, 2025, the unrecognized share-based compensation expense related to the grants described above, excluding incentive awards discussed below, was $6.6 million and $3.6 million, respectively. The remaining compensation expense is expected to be recognized over the weighted average period of approximately 1.0 year. Share-based compensation expense related to performance-based RSUs for the three-month periods ended June 30, 2026 and 2025, was $1.0 million and $0.6 million, respectively. Share-based compensation expense related to performance-based RSUs for the six-month periods ended June 30, 2026 and 2025, was $1.7 million and $0.9 million, respectively. Should we attain all the metrics related to performance-based RSU grants, we would recognize up to $7.1 million of potential share-based compensation expense. We currently expect to recognize an additional $4.9 million of that potential share-based compensation expense. The remaining compensation expense is expected to be recognized over the weighted average period of approximately 2.4 years. The number of shares issued upon vesting of RSUs granted pursuant to our share-based compensation plans is net of the minimum statutory withholding requirements that we pay on behalf of our employees, which was 97,000 and 46,000 shares for the six-month periods ended June 30, 2026 and 2025, respectively. Although shares withheld are not issued, they are treated as common share repurchases for accounting purposes, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the repurchase program described above.
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