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Stock Compensation | 12 Months Ended
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Dec. 31, 2020
Stock Compensation [Abstract] |
Stock Compensation | 14. Stock Compensation Overview We are currently authorized to grant and have available for grant the following number of shares under our stock plans as of December 31, 2020 and 2019:
|  | Authorized |  | Available for Grant
Plan |  | Shares |  | 2020 |  | 2019
1996 Discounted Employee Stock Purchase Plan, as amended |  | 1,900,000 |  | 150,000 |  | 234,000
2009 Equity and Cash Incentive Plan |  | 7,570,000 |  | 52,000 |  | 2,100,000
2020 Equity and Cash Incentive Plan |  | 4,105,000 |  | 4,094,000 |  | --
Total |  | 13,575,000 |  | 4,296,000 |  | 2,334,000
During 2020 the Shareholders approved a new 2020 Equity and Cash Incentive Plan and funded it with 2.7 million of newly issuable shares. On August 11, 2020 4.1 million shares were registered under the 2020 ECIP, consisting of the newly issuable shares as well as 1.4 million of the shares that remained available for grant under the 2009 ECIP as of that date. During 2019 the Company amended the 2009 Equity and Cash Incentive Plan to increase the authorized shares under the plan by 1.9 million shares. Upon the exercise of stock options or grants of RSAs, PSAs, RSUs, or PSUs, we may issue the required shares out of authorized but unissued common stock or out of treasury stock, at our discretion. Stock Awards In 2020 the Compensation Committee of our Board of Directors (the “Committee”) authorized awards from approved stock incentive plans of RSUs to certain employees, RSAs to non-employee Directors, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 335,000 shares and had an aggregate grant date market value of $8.3 million. If the highest performance threshold is met, the PSU granted in 2020 represented the right to receive up to 150% of the target number of shares of common stock. The performance component of the PSU awards granted in 2020 is based on attaining specified levels of adjusted earnings before interest, taxes, depreciation, and amortization, (“EBITDA”), as defined in the PSU grant documents, for the 2020 calendar year. Our actual 2020 EBIDTA performance was below the threshold required for any payouts under the 2020 PSU plan which resulted in a $1.1 million reversal of expense in the fourth quarter of 2020. In February 2021 the Committee used structured discretion to determine that the 2020 PSUs were earned and should be paid out at 100% of target resulting in a modification of the award which will result in additional stock compensation expense beginning in 2021 related to these performance awards. In 2019 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee directors, RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 507,000 shares and had an aggregate grant date market value of $15.0 million. Two types of PSUs were granted in 2019, an annual grant with a one-year performance period (“Annual PSU”) and a special Long-Term Incentive Program PSU grant (“LTIP”), which has multiple performance periods over a five-year period. If the highest performance threshold is met, the Annual PSU granted in 2019 represents the right to receive up to 150% of the target number of shares of common stock. The performance component of the Annual PSU awards granted in 2019 is based on attaining specified levels of EBITDA, as defined in the Annual PSU grant documents, for the 2019 calendar year. The Annual PSU granted in 2019 earned approximately 83% of the target number of shares. If the highest performance thresholds are met, the PSUs granted in 2019 under the LTIP represent the right to receive up to 288%, and up to 192% for a certain key executive, of the target number of shares of common stock. The performance component of the LTIP awards granted in 2019 is based on attaining specified levels of adjusted revenue growth and gross margin, as defined in the LTIP grant document, for the years 2019 through 2023. During 2020 we determined that the threshold performance under the first performance period (2019 through 2021) of the LTIP was unlikely to be achieved which resulted in a reversal of $1.9 million in expense in the fourth quarter of 2020. In 2018 the Committee authorized awards from approved stock incentive plans of RSAs to non-employee Directors, RSUs to certain employees, and RSAs and PSUs to certain Company officers, which, counting PSUs at target levels, together totaled 328,000 shares of common stock and had an aggregate grant date market value of $7.5 million. The performance component of PSU awards granted in 2018 was based on attaining specified levels of adjusted EBITDA, as defined in the PSU grant documents, for the 2018 calendar year. The PSUs granted in 2018 earned approximately 80% of the target number of shares. A summary of stock grant activity for the years ended December 31, 2020, 2019, and 2018 for RSAs, RSUs, and PSUs, based on the target number of shares, is as follows:
|  |  |  | Weighted
|  |  |  | Average
|  |  |  | Grant Date
RSAs |  | Shares |  | Fair Value
Unvested at December 31, 2017 |  | 383,000 |  | $ | 12.81
Granted |  | 128,000 |  |  | 23.83
Vested |  | (136,000) |  |  | 12.96
Forfeited |  | (49,000) |  |  | 12.07
Unvested at December 31, 2018 |  | 326,000 |  |  | 17.19
Granted |  | 93,000 |  |  | 29.77
Vested |  | (149,000) |  |  | 14.45
Forfeited |  | (27,000) |  |  | 20.53
Unvested at December 31, 2019 |  | 243,000 |  |  | 23.30
Granted |  | 123,000 |  |  | 24.70
Vested |  | (108,000) |  |  | 20.66
Forfeited |  | -- |  |  | -
Unvested at December 31, 2020 |  | 258,000 |  |  | 25.08
|  |  |  | Weighted |  |  |
|  |  |  | Average |  |  |
|  |  |  | Remaining |  | Aggregate
|  |  |  | Contractual |  | Intrinsic
RSUs |  | Shares |  | Term in years |  | Value
Unvested at December 31, 2017 |  | 286,000 |  |  | 1.26 |  | $ | 5,477,000
Granted |  | 115,000 |  |  |  |  |  |
Vested |  | (99,000) |  |  |  |  |  |
Forfeited |  | (51,000) |  |  |  |  |  |
Unvested at December 31, 2018 |  | 251,000 |  |  | 1.05 |  |  | 7,123,000
Granted |  | 103,000 |  |  |  |  |  |
Vested |  | (101,000) |  |  |  |  |  |
Forfeited |  | (27,000) |  |  |  |  |  |
Unvested at December 31, 2019 |  | 226,000 |  |  | 0.93 |  |  | 6,131,000
Granted |  | 141,000 |  |  |  |  |  |
Vested |  | (118,000) |  |  |  |  |  |
Forfeited |  | (37,000) |  |  |  |  |  |
Unvested at December 31, 2020 |  | 212,000 |  |  | 1.02 |  |  | 5,015,000
Vested and expected to vest |  | 212,000 |  |  | 1.02 |  | $ | 5,015,000
|  |  |  | Weighted |  |  |
|  |  |  | Average |  |  |
|  |  |  | Remaining |  | Aggregate
|  |  |  | Contractual |  | Intrinsic
PSUs |  | Shares |  | Term in years |  | Value
Unvested at December 31, 2017 |  | 169,000 |  |  | 0.71 |  | $ | 3,236,000
Granted |  | 104,000 |  |  |  |  |  |
Vested |  | (109,000) |  |  |  |  |  |
Forfeited |  | (17,000) |  |  |  |  |  |
Unvested at December 31, 2018 |  | 147,000 |  |  | 0.72 |  |  | 4,179,000
Granted |  | 322,000 |  |  |  |  |  |
Vested |  | (87,000) |  |  |  |  |  |
Forfeited |  | (35,000) |  |  |  |  |  |
Unvested at December 31, 2019 |  | 347,000 |  |  | 2.33 |  |  | 9,400,000
Granted |  | 70,000 |  |  |  |  |  |
Vested |  | (55,000) |  |  |  |  |  |
Forfeited |  | (31,000) |  |  |  |  |  |
Unvested at December 31, 2020 |  | 331,000 |  |  | 1.64 |  |  | 7,805,000
Vested and expected to vest |  | 331,000 |  |  | 1.64 |  | $ | 7,805,000
During the years ended December 31, 2020, 2019, and 2018 the total fair value of $6.7 million, $9.8 million, and $7.3 million, respectively, in combined RSAs, PSAs, RSUs, and PSUs vested. Stock Options The Compensation Committee of our Board of Directors authorized grants of stock options from approved stock incentive plans to certain Company officers and employees totaling 212,000, 169,000, and 219,000 shares in 2020, 2019, and 2018, respectively, with exercise prices equal to the stock prices on the respective grant dates. A summary of our stock option activity for the years ended December 31, 2020, 2019, and 2018 is as follows:
|  |  |  |  |  |  | Weighted |  |  |
|  |  |  |  |  |  | Average |  |  |
|  |  |  | Weighted |  | Remaining |  | Aggregate
|  |  |  | Average |  | Contractual |  | Intrinsic
|  | Shares |  | Exercise Price |  | Term in years |  | Value
Outstanding at December 31, 2017 |  | 1,741,000 |  |  | 10.19 |  |  | 3.64 |  |  | 15,598,000
Granted |  | 219,000 |  |  | 21.55 |  |  |  |  |  |
Exercised |  | (578,000) |  |  | 7.59 |  |  |  |  |  |
Forfeited |  | (49,000) |  |  | 14.10 |  |  |  |  |  |
Outstanding at December 31, 2018 |  | 1,333,000 |  |  | 13.04 |  |  | 3.93 |  |  | 20,439,000
Granted |  | 169,000 |  |  | 29.62 |  |  |  |  |  |
Exercised |  | (334,000) |  |  | 9.87 |  |  |  |  |  |
Forfeited |  | (39,000) |  |  | 22.64 |  |  |  |  |  |
Outstanding at December 31, 2019 |  | 1,129,000 |  |  | 16.14 |  |  | 3.67 |  |  | 12,763,000
Granted |  | 212,000 |  |  | 26.24 |  |  |  |  |  |
Exercised |  | (88,000) |  |  | 10.49 |  |  |  |  |  |
Forfeited |  | (12,000) |  |  | 27.36 |  |  |  |  |  |
Outstanding at December 31, 2020 |  | 1,241,000 |  |  | 18.16 |  |  | 3.38 |  |  | 8,215,000
Vested and expected to vest |  | 1,241,000 |  | $ | 18.16 |  |  | 3.38 |  | $ | 8,215,000
Exercisable at December 31, 2020 |  | 874,000 |  | $ | 14.71 |  |  | 2.45 |  | $ | 8,094,000
Other information concerning stock options for the years ended December 31 is as follows:
| 2020 |  | 2019 |  | 2018
Weighted-average fair value of options granted | $ | 8.64 |  | $ | 11.47 |  | $ | 8.38
Intrinsic value of options exercised |  | 1,267,000 |  |  | 6,519,000 |  |  | 9,961,000
Employees purchased common stock totaling 83,000, 61,000, and 83,000 shares in 2020, 2019, and 2018, respectively, through our ESPP. Stock Compensation Expense The following weighted-average assumptions were used to determine the fair value of options:
| 2020 |  | 2019 |  | 2018
| Stock |  | ESPP |  | Stock |  | ESPP |  | Stock |  | ESPP
| Options |  | Options |  | Options |  | Options |  | Options |  | Options
Expected life of options | 5.00 Years |  | 0.50 Years |  | 5.00 Years |  | 0.50 Years |  | 5.00 Years |  | 0.50 Years
Expected stock price volatility | 0.35 |  | 0.52 |  | 0.40 |  | 0.39 |  | 0.40 |  | 0.34
Risk-free interest rate | 1.41% |  | 1.00% |  | 2.54% |  | 2.35% |  | 2.64% |  | 1.73%
The following table summarizes stock compensation expense (in thousands):
| 2020 |  | 2019 |  | 2018
RSA, PSA, RSU, and PSU expense | $ | 5,288 |  | $ | 7,451 |  | $ | 5,076
Stock option and ESPP option expense |  | 2,216 |  |  | 1,960 |  |  | 1,732
Total stock compensation expense | $ | 7,504 |  | $ | 9,411 |  | $ | 6,808
Included in the total stock compensation expense, as applicable in each period, were expenses related to RSAs, PSAs, RSUs, PSUs, and stock options issued in each respective year, as well as those issued in prior periods that continue to vest during the period, and compensation related to our ESPP. These amounts were recorded as stock compensation expense and were subject to or normal allocation of expenses to inventory costs and deferred preservation costs. We capitalized $592,000, $612,000, and $484,000 in the years ended December 31, 2020, 2019, and 2018, respectively, of the stock compensation expense into our inventory costs and deferred preservation costs. As of December 31, 2020 we had total unrecognized compensation costs of $7.8 million related to RSAs, RSUs, and PSUs and $2.1 million related to unvested stock options. As of December 31, 2020 this expense is expected to be recognized over a weighted-average period of 1.75 years for RSUs, 1.58 years for stock options, 0.98 years for RSAs, and 1.64 years for PSUs. ‎

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