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Stock Compensation | 12 Months Ended
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Dec. 31, 2021
Stock Compensation [Abstract] |
Stock Compensation | 15. 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, 2021 and 2020: Authorized Available for GrantPlan Shares 2021 20201996 Discounted Employee Stock Purchase Plan, as amended 1,900,000 63,000 150,0002009 Equity and Cash Incentive Plan 7,570,000 -- 52,0002020 Equity and Cash Incentive Plan 4,105,000 3,310,000 4,094,000Total 13,575,000 3,373,000 4,296,000 During 2020 the Shareholders approved a new 2020 Equity and Cash Incentive Plan (“ECIP”) 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, 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 2021 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 500,000 shares and had an aggregate grant date market value of $12.6 million. Two types of PSUs were granted in 2021, an annual grant with a one year performance period (“Annual PSU”) and a special PSU award (“special PSU”) with a one year performance period. If the highest performance threshold is met, the Annual PSU granted in 2021 represented 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 2021 is based on attaining specified levels of revenue growth and certain non-financial metrics, as defined in the PSU grant documents, for the 2021 calendar year. The Annual PSUs granted in 2021 earned approximately 102% of the target number of shares. If the highest performance threshold is met, the Special PSUs granted in 2021 represent a right to receive up to 200% of the target number of shares of common stock. The special PSUs granted in 2021 earned approximately 118% of target number of shares. In 2020 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 was based on attaining specified levels of EBITDA, as defined in the PSU grant documents, for the 2020 calendar year. Our actual 2020 EBITDA 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 resulted in $1.3 million of compensation expense during the twelve months ended December 31, 2021 related to these performance awards. This modification resulted in a forfeiture and a subsequent grant of 70,000 PSU shares during the twelve months ended December 31, 2021. 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, Annual PSUs and a special LTIP PSU grant, 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 was 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 was 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. A summary of stock grant activity for the years ended December 31, 2021, 2020, and 2019 for RSAs, RSUs, and PSUs, based on the target number of shares, is as follows: Weighted Average Grant DateRSAs Shares Fair ValueUnvested at December 31, 2018 326,000 $ 17.19Granted 93,000 29.77Vested (149,000) 14.45Forfeited (27,000) 20.53Unvested at December 31, 2019 243,000 23.30Granted 123,000 24.70Vested (108,000) 20.66Unvested at December 31, 2020 258,000 25.08Granted 140,000 25.68Vested (130,000) 22.40Forfeited (33,000) 27.39Unvested at December 31, 2021 235,000 26.59 Weighted Average Remaining Aggregate Contractual IntrinsicRSUs Shares Term in years ValueUnvested at December 31, 2018 251,000 1.05 $ 7,123,000Granted 103,000 Vested (101,000) Forfeited (27,000) Unvested at December 31, 2019 226,000 0.93 6,131,000Granted 141,000 Vested (118,000) Forfeited (37,000) Unvested at December 31, 2020 212,000 1.02 5,015,000Granted 144,000 Vested (93,000) Forfeited (39,000) Unvested at December 31, 2021 224,000 0.94 4,558,000 Vested and expected to vest 224,000 0.94 $ 4,558,000 Weighted Average Remaining Aggregate Contractual IntrinsicPSUs Shares Term in years ValueUnvested at December 31, 2018 147,000 0.72 $ 4,179,000Granted 322,000 Vested (87,000) Forfeited (35,000) Unvested at December 31, 2019 347,000 2.33 9,400,000Granted 70,000 Vested (55,000) Forfeited (31,000) Unvested at December 31, 2020 331,000 1.64 7,805,000Granted 215,000 Vested (60,000) Forfeited (114,000) Unvested at December 31, 2021 372,000 0.90 7,579,000 Vested and expected to vest 372,000 0.90 $ 7,579,000 During the years ended December 31, 2021, 2020, and 2019 the total fair value of $7.3 million, $6.7 million, and $9.8 million, respectively, in combined RSAs, 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 226,000, 212,000, and 169,000 shares in 2021, 2020, and 2019, 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, 2021, 2020, and 2019 is as follows: Weighted Average Weighted Remaining Aggregate Average Contractual Intrinsic Shares Exercise Price Term in years ValueOutstanding at December 31, 2018 1,333,000 $ 13.04 3.93 $ 20,439,000Granted 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 12,763,000Granted 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 8,215,000Granted 226,000 24.90 Exercised (179,000) 12.02 Forfeited (42,000) 26.00 Outstanding at December 31, 2021 1,246,000 20.00 3.20 4,038,931 Vested and expected to vest 1,246,000 $ 20.00 3.20 $ 4,038,931Exercisable at December 31, 2021 873,000 $ 17.48 2.19 $ 4,038,931 Other information concerning stock options for the years ended December 31 is as follows: 2021 2020 2019Weighted-average fair value of options granted$8.82 $8.64 $ 11.47Intrinsic value of options exercised 2,716,000 1,267,000 6,519,000 Employees purchased common stock totaling 87,000, 83,000, and 61,000 shares in 2021, 2020, and 2019, respectively, through our ESPP. Stock Compensation Expense The following weighted-average assumptions were used to determine the fair value of options: 2021 2020 2019 Stock ESPP Stock ESPP Stock ESPP Options Options Options Options Options OptionsExpected life of options5.00 Years 0.50 Years 5.00 Years 0.50 Years 5.00 Years 0.50 YearsExpected stock price volatility0.40 0.45 0.35 0.52 0.40 0.39Risk-free interest rate0.57% 0.07% 1.41% 1.00% 2.54% 2.35% The following table summarizes stock compensation expense (in thousands): 2021 2020 2019RSA, RSU, and PSU expense$ 9,023 $ 5,288 $ 7,451Stock option and ESPP option expense 2,254 2,216 1,960Total stock compensation expense$ 11,277 $ 7,504 $ 9,411 Included in the total stock compensation expense, as applicable in each period, were expenses related to RSAs, 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 our normal allocation of expenses to inventory costs and deferred preservation costs. We capitalized $566,000, $592,000, and $612,000 in the years ended December 31, 2021, 2020, and 2019, respectively, of the stock compensation expense into our inventory costs and deferred preservation costs. As of December 31, 2021 we had total unrecognized compensation expense of $9.1 million related to RSAs, RSUs, and PSUs and $2.0 million related to unvested stock options. As of December 31, 2021 this expense is expected to be recognized over a weighted-average period of 1.64 years for RSUs, 1.57 years for stock options, 1.23 years for RSAs, and 0.90 years for PSUs.‎ ‎

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