XML 112 R22.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stock Incentive Plan (Notes)
12 Months Ended
Dec. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock Incentive Plan
Stock Incentive Plan

At the Annual Meeting of Stockholders held April 26, 2017, the stockholders approved the 2017 Stock Incentive Plan ("SI Plan"). The SI Plan was implemented to succeed the Company's 2007 Stock Incentive Plan, which had a ten-year term. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established in the SI Plan.

A maximum of 149,983 shares are authorized under the SI Plan. There have been no options awarded since 2008. The Company awarded 26,700, 28,700 and 18,391 (under the 2007 Stock Incentive Plan) shares during 2019, 2018, 2017, respectively as stock and stock unit awards. The fair value of options granted was estimated on the grant date using the Black-Scholes option-pricing model. Expected volatility was based on historical volatility of the Company’s stock and other factors.  The Company used historical data to estimate option exercises and employee termination within the valuation model; separate groups of employees who had similar historical exercise behavior were considered separately for valuation purposes.  The expected term of options granted was derived from the output of the option valuation model and represented the period of time that options granted were expected to be outstanding.  The risk-free rate for periods within the contractual life of the option was based on the U.S. Treasury yield curve in effect at the time of the grant. There were no options granted during 2019, 2018 or 2017. All previously issued, unexercised options expired on December 16, 2018.

The following table summarizes the compensation cost, net of forfeitures, related to stock-based compensation for the years ended December 31, 2019, 2018 and 2017 (in thousands):
 
 
2019
 
2018
 
2017
Stock and stock unit awards:
 
 
 
 
 
 
Pre-tax compensation expense
 
$
453

 
$
314

 
$
954

Income tax benefit
 
(95
)
 
(66
)
 
(334
)
Total share-based compensation expense, net of income taxes
 
$
358

 
$
248

 
$
620




During 2017, the Board changed its award process and subsequently approved the acceleration of the vesting of all remaining outstanding restricted stock units. This resulted in total compensation expense for the year ended December 31, 2017 of approximately $954,000.

A summary of option activity under the 1997 Stock Incentive Plan as of December 31, 2018 and 2017, and changes during the years then ended is presented below:
 
 
2018
 
 
Shares
 
Weighted-Average
Exercise Price
 
Weighted-Average
Remaining
Contractual Term
 
Aggregate
Intrinsic Value
Outstanding, beginning of year
 
10,500
 
$23.00
 
 
 
 
Granted
 
0
 
0.00
 
 
 
 
Exercised
 
(10,500)
 
23.00
 
 
 
 
Forfeited or expired
 
0
 
0.00
 
 
 
 
Outstanding, end of year
 
0
 
$0.00
 
0.00
 
$

Exercisable, end of year
 
0
 
$0.00
 
0.00
 
$



The total intrinsic value of options exercised during 2018 was $176,000. There were no stock options for shares of common stock not considered in computing the aggregate intrinsic value of outstanding shares and exercisable shares for 2018 because they were anti-dilutive.

 
 
2017
 
 
Shares
 
Weighted-Average
Exercise Price
 
Weighted-Average
Remaining
Contractual Term
 
Aggregate
Intrinsic Value
Outstanding, beginning of year
 
40,500
 
$24.65
 
 
 
 
Granted
 
0
 
0.00
 
 
 
 
Exercised
 
(27,500)
 
25.42
 
 
 
 
Forfeited or expired
 
(2,500)
 
23.00
 
 
 
 
Outstanding, end of year
 
10,500
 
$23.00
 
0.96
 
$
163,170

Exercisable, end of year
 
10,500
 
$23.00
 
0.96
 
$
163,170



There were no stock options for shares of common stock not considered in computing the aggregate intrinsic value of outstanding shares and exercisable shares for 2017 because they were anti-dilutive.

The following table summarizes non-vested stock and stock unit activity for the years ended December 31, 2019, 2018 and 2017:

 
 
2019
 
2018
 
2017
 
 
Shares
 
Weighted-avg Grant-date Fair Value
 
Shares
 
Weighted-avg Grant-date Fair Value
 
Shares
 
Weighted-avg Grant-date Fair Value
Nonvested, beginning of year
 
24,280
 
$38.92
 
0
 
$0.00
 
32,338
 
$22.64
Granted
 
26,700
 
33.31
 
28,700
 
38.92
 
18,391
 
30.65
Vested
 
(13,072)
 
37.42
 
(4,420)
 
38.92
 
(50,729)
 
25.54
Forfeited
 
0
 
0.00
 
0
 
0.00
 
0
 
0.00
Nonvested, end of year
 
37,908
 
$35.49
 
24,280
 
$38.92
 
0
 
$0.00
Fair value of shares vested
 
 
 
$
489,110

 
 
 
$
172,026

 
 
 
$
260,483




The fair value of the awards is amortized to compensation expense over the vesting periods of the awards (four years for annual awards and three years for cumulative awards) and is based on the market price of the Company’s common stock at the date of grant multiplied by the number of shares granted that are expected to vest.  As of December 31, 2019, 2018 and 2017, there was $1,053,000, $795,000, and $0, respectively, of total unrecognized compensation cost related to unvested stock and stock unit awards under the SI Plan.