Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

Stockholders' Equity
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Stockholders' Equity Stockholders’ Equity

Equity Based Awards
The 2018 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors. The total number of shares of the Company's common stock originally reserved were 2,210,544 shares of our common stock and a total of 2,009,444 shares are currently available for issuance. A variety of discretionary awards for employees, officers, directors, and consultants are authorized under the 2018 Incentive Plan, including incentive or non-qualified stock options and restricted stock, restricted stock units and performance-based awards. All awards must be evidenced by a written award certificate which will include the provisions specified by the Compensation Committee of the Board of Directors. The Compensation Committee determines the exercise price for stock options, which cannot be less than the fair market value of the Company’s common stock as of the date of grant.
Almost Family had Stock and Incentive Compensation Plans that provided for stock awards of the Company's common stock to employees, non-employee directors, or independent contractors. Almost Family issued restricted shares and/or option awards to employees and non-employee directors. Under the change of control provisions of the Almost Family plans, all outstanding restricted stock, performance restricted stock, and options became non-forfeitable in conjunction with the Merger.
Share Based Compensation
Nonvested Stock
The Company issues stock-based compensation to employees in the form of nonvested stock, which is an award of common stock subject to certain restrictions. The awards, which the Company calls nonvested shares, generally vest over a five years period, conditioned on continued employment for the full incentive period. Compensation expense for the nonvested stock is recognized for the awards that are expected to vest. The expense is based on the fair value of the awards on the date of grant recognized on a straight-line basis over the requisite service period, which generally relates to the vesting period. The Company estimates forfeitures at the time of grant and revises the estimate in subsequent periods if actual forfeitures differ to ensure that total compensation expense recognized is at least equal to the value of vested awards.
During 2019, 2018, and 2017, respectively, 163,250, 213,105, and 139,310 nonvested shares were granted to employees, which will vest over a five year period. The Company also issues nonvested stock to its independent directors of the Company’s Board of Directors. During 2019, 2018 and 2017, respectively, 17,880, 13,600 and 11,700 nonvested shares of stock were granted to the independent directors. The shares fully vest one year from the date of the grant.

During the twelve months ended December 31, 2019, one new director was granted 3,500 nonvested shares of common stock. The shares vest 33% at the grant date, then 33% each year on the anniversary date until the third year.
The fair value of nonvested shares is determined based on the closing trading price of the Company’s shares on the grant date. The weighted average grant date fair values of nonvested shares granted during the years ended December 31, 2019, 2018 and 2017 were $110.56, $64.11 and $48.52, respectively.
The following table represents the share grants stock activity for the year ended December 31, 2019: 
Nonvested stock
Number of
Weighted average
grant date fair value
Number of
Weighted average
grant date fair value
Share grants outstanding at December 31, 2018








Vested or exercised


Share grants outstanding at December 31, 2019




As of December 31, 2019, there was $26.5 million of total unrecognized compensation cost related to nonvested shares granted. That cost is expected to be recognized over the weighted average period of 3.07 years. The total fair value of shares vested in the year ended December 31, 2019, 2018, and 2017 were $9.4 million, $8.0 million, and $5.6 million, respectively. The Company recorded $9.6 million, $9.4 million and $6.0 million in compensation expense related to non-vested stock grants in the years ended December 31, 2019, 2018 and 2017, respectively. Options acquired in connection with the Merger are fully vested and non-forfeitable.
Aggregate intrinsic value for options represents the estimated value of the Company's common stock at the end of the period in excess of the weighted average exercise price multiplied by the number of options exercisable. The aggregate intrinsic value of options outstanding at December 31, 2019 was $5.5 million. The total intrinsic value of options exercised during the year ended December 31, 2019 was $1.5 million. The following table summarizes information about stock options outstanding and exercisable at December 31, 2019:
Range of Exercise Price
Wtd. Avg. Remaining Contractual Life
Wtd. Avg. Exercise Price
$0.00 - 30.00


$30.01 - 40.00


Over $40.00




Employee Stock Purchase Plan
In 2006, the Company adopted the Employee Stock Purchase Plan allowing eligible employees to purchase the Company’s common stock at 95% of the market price on the last day of each calendar quarter. There were 250,000 shares reserved for the plan.
On June 20, 2013, the Amended and Restated Employee Stock Purchase Plan was approved by the Company’s stockholders. As a result of the amendment, the Employee Stock Purchase Plan was modified as follows:

An additional 250,000 shares of common stock were authorized for issuance over the term of the Employee Stock Purchase Plan.
The term of the Employee Stock Purchase Plan was extended from January 1, 2016 to January 1, 2023.
The following table represents the shares issued during 2019, 2018, and 2017, under the Employee Stock Purchase Plan:
Number of
Weighted Average
Per Share Price
Shares available as of December 31, 2016

Shares issued in 2017


Shares issued in 2018


  Shares issued in 2019


Shares available as of December 31, 2019


Treasury Stock
In conjunction with the vesting of the nonvested shares of stock or exercise of options, recipients incur personal income tax obligations. The Company allows the recipients to turn in shares of common stock to satisfy those personal tax obligations. The Company redeemed 107,461, 138,925 and 61,825 shares of common stock related to these tax obligations during the years ended December 31, 2019, 2018 and 2017, respectively. Such shares are held as treasury stock and are available for reissuance by the Company. Additionally, shares were submitted by employees in lieu of paying the stock option exercise price that would have otherwise been due on exercise. Such shares are held in treasury stock and are available for reissuance by the Company.