XML 16 R12.htm IDEA: XBRL DOCUMENT
v3.19.3

Share-Based Payments | 9 Months Ended
--- | ---
Sep. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
Share-Based Payments | Share-Based Payments The Company’s general practice has been to make a single annual grant of share-based compensation in the first quarter to key employees and to make other employee grants only in connection with new employment or promotions. Forms of share-based compensation granted to employees by the Company include stock options, non-vested shares of common stock (“non-vested shares”), and performance shares. The Company also typically makes a single annual grant of non-vested shares to non-employee directors in conjunction with the annual election of non-employee directors to the Board of Directors. Share-based compensation is based on the grant date fair value of the instrument and is recognized ratably over the requisite service period, or vesting period. All share-based compensation expense is recognized in salaries, wages and employee benefits. Employee Activity - Stock Options Stock option grants to employees generally expire seven years from the grant date and typically vest ratably over a three-year period. The Company historically used the Black-Scholes option-pricing model to estimate the grant-date fair value of options granted. The Company did not make any stock option grants in the nine months ended September 30, 2019. The following tables summarize the Company’s employee stock option activity and related information:
| Nine months ended September 30, 2019
|  |  |  |  |  |  | Weighted-
|  |  | Weighted- |  |  |  | Average
|  |  | Average |  | Aggregate |  | Remaining
|  |  | Exercise |  | Intrinsic |  | Contractual
| Options |  | Price |  | Value |  | Term
Outstanding at December 31, 2018 | 538 |  |  | $ | 51 |  |  |  |  |
Exercised | (45 | ) |  | 47 |  |  |  |  |
Forfeited | (8 | ) |  | 54 |  |  |  |  |
Outstanding at September 30, 2019 | 485 |  |  | $ | 52 |  |  | $ | 4,638 |  |  | 4.0
Exercisable at September 30, 2019 | 319 |  |  | $ | 48 |  |  | $ | 4,163 |  |  | 3.3
| Nine months ended
| September 30, 2019 |  | September 30, 2018
Share-based compensation for options | $ | 1,209 |  |  | $ | 1,085 |
Tax benefit for option compensation | $ | 312 |  |  | $ | 271 |
Unrecognized compensation cost for options, net of estimated forfeitures | $ | 1,878 |  |  | $ | 3,621 |
Weighted average period over which unrecognized compensation will be recognized (years) | 1.6 |  |  |
Employee Activity - Non-vested Shares Non-vested share grants to employees vest ratably over a three-year period. The non-vested shares’ fair values were estimated using closing market prices on the day of grant. The following tables summarize the Company’s employee non-vested share activity and related information:
| Nine months ended September 30, 2019
|  |  | Weighted- |  |
|  |  | Average |  | Aggregate
| Non-vested |  | Grant Date |  | Grant Date
| Shares |  | Fair Value |  | Fair Value
Outstanding and non-vested at December 31, 2018 | 315 |  |  | $ | 55 |  |  |
Granted | 114 |  |  | 59 |  |  |
Vested | (131 | ) |  | 61 |  |  |
Forfeited | (15 | ) |  | 56 |  |  |
Outstanding and non-vested at September 30, 2019 | 283 |  |  | $ | 58 |  |  | $ | 16,441 |
| Nine months ended
| September 30, 2019 |  | September 30, 2018
Share-based compensation for non-vested shares | $ | 6,210 |  |  | $ | 4,902 |
Tax benefit for non-vested share compensation | $ | 1,581 |  |  | $ | 1,225 |
Unrecognized compensation cost for non-vested shares, net of estimated forfeitures | $ | 10,705 |  |  | $ | 13,146 |
Weighted average period over which unrecognized compensation will be recognized (years) | 1.8 |  |  |
Employee Activity - Performance Shares The Company annually grants performance shares to key employees. Under the terms of the performance share agreements, following the end of a three-year performance period, the Company will issue to these employees a calculated number of common stock shares based on meeting certain performance targets. For shares granted during the nine months ended September 30, 2019, 50% of the performance share issuances will be based on meeting earnings before interest, taxes, depreciation and amortization ("EBITDA") per share targets and the remaining 50% of the performance share issuances will be based on the three-year performance of the Company’s total shareholder return ("TSR") as compared to the TSR of a selected peer group. All performance shares granted during the nine months ended September 30, 2018 were based on achieving total shareholder return targets. Depending upon the EBITDA per share targets met, 0% to 200% of the granted shares may ultimately be issued. For shares granted based on total shareholder return, 0% of the shares will be issued if the Company's total shareholder return outperforms 25% or less of the peer group, but 200% of the shares will be issued if the Company's total shareholder return performs better than 90% of the peer group. The fair value of the performance shares granted based on meeting EBITDA per share targets were estimated using the closing market prices on the day of grant and the probability of meeting these targets as of the measurement date. The fair value of the performance shares granted based on the three year performance of the Company’s total shareholder return was estimated using a Monte Carlo simulation. The weighted average assumptions used in the Monte Carlo estimate were as follows:
| Nine months ended
| September 30, 2019 |  | September 30, 2018
Expected stock price volatility | 23.4 | % |  | 24.3 | %
Weighted average risk-free interest rate | 2.5 | % |  | 2.2 | %
The following tables summarize the Company’s employee performance share activity, assuming median share awards, and related information:
| Nine months ended September 30, 2019
|  |  | Weighted- |  |
|  |  | Average |  | Aggregate
| Performance |  | Grant Date |  | Grant Date
| Shares |  | Fair Value |  | Fair Value
Outstanding and non-vested at December 31, 2018 | 65 |  |  | $ | 58 |  |  |
Granted | 30 |  |  | 61 |  |  |
Vested | (23 | ) |  | 64 |  |  |
Forfeited | (10 | ) |  | 63 |  |  |
Outstanding and non-vested at September 30, 2019 | 62 |  |  | $ | 62 |  |  | $ | 3,870 |
| Nine months ended
| September 30, 2019 |  | September 30, 2018
Share-based compensation for performance shares | $ | 821 |  |  | $ | 953 |
Tax benefit for performance share compensation | $ | 212 |  |  | $ | 238 |
Unrecognized compensation cost for performance shares, net of estimated forfeitures | $ | 1,884 |  |  | $ | 1,725 |
Weighted average period over which unrecognized compensation will be recognized (years) | 1.9 |  |  |
Employee Activity – Employee Stock Purchase Plan Under the 2005 Employee Stock Purchase Plan (the “ESPP”), which has been approved by shareholders, the Company is authorized to issue up to a remaining 357 shares of common stock to employees of the Company. These shares may be issued at a price equal to 90% of the lesser of the market value on the first day or the last day of each six-month purchase period. Common stock purchases are paid for through periodic payroll deductions and/or up to two large lump sum contributions. The following table summarizes the Company’s employee stock purchase activity and related information:
| Nine months ended
| September 30, 2019 |  | September 30, 2018
Shares purchased by participants under plan | 5 |  |  | 5 |
Average purchase price | $ | 49 |  |  | $ | 52 |
Weighted-average fair value of each purchase right under the ESPP granted ¹ | $ | 10 |  |  | $ | 7 |
Share-based compensation for ESPP shares | $ | 52 |  |  | $ | 32 |
¹ Equal to the discount from the market value of the common stock at the end of each six month purchase period
Non-employee Director Activity - Non-vested Shares Grants of non-vested shares to non-employee directors vest ratably over the elected term to the Board of Directors, or approximately one year. The following tables summarize the Company’s non-employee non-vested share activity and related information:
| Nine months ended September 30, 2019
|  |  | Weighted- |  |
|  |  | Average |  | Aggregate
| Non-vested |  | Grant Date |  | Grant Date
| Shares |  | Fair Value |  | Fair Value
Outstanding and non-vested at December 31, 2018 | 15 |  |  | $ | 59 |  |  |
Granted | 15 |  |  | 62 |  |  |
Vested | (15 | ) |  | 59 |  |  |
Outstanding and non-vested at September 30, 2019 | 15 |  |  | $ | 62 |  |  | $ | 920 |
| Nine months ended
| September 30, 2019 |  | September 30, 2018
Share-based compensation for non-vested shares | $ | 714 |  |  | $ | 553 |
Tax benefit for non-vested share compensation | $ | 184 |  |  | $ | 138 |
Unrecognized compensation cost for non-vested shares, net of estimated forfeitures | $ | 554 |  |  | $ | 501 |
Weighted average period over which unrecognized compensation will be recognized (years) | 0.6 |  |  |

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details
Name: | us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration