XML 28 R17.htm IDEA: XBRL DOCUMENT
v3.20.2

Stock-Based Compensation | 9 Months Ended
--- | ---
Sep. 30, 2020
Stock-Based Compensation [Abstract] |
Stock-Based Compensation | 10. STOCK-BASED COMPENSATION The company had a 2009 Equity Incentive Plan which reserved a total of 4.1 million shares of common stock for issuance pursuant to the plan. On May 6, 2020, the shareholders of the company approved the 2019 Equity Incentive Plan which granted an additional 1.6 million shares for stock-based compensation, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, restricted stock unit awards and performance share awards to eligible employees, non-employee directors and consultants. All shares remaining under the 2009 Equity Incentive Plan rolled into the 2019 Equity Incentive Plan effective May 6, 2020. The company measures stock-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The company records noncash compensation expense related to equity awards in its consolidated financial statements over the requisite period on a straight-line basis. Restricted Stock Awards and Deferred Stock Units The non-vested stock award and deferred stock unit activity for the nine months ended September 30, 2020, is as follows:
| Non-Vested ‎ Shares and ‎ Deferred Stock ‎Units |  | Weighted- ‎Average Grant- ‎Date Fair Value |  | Weighted-Average ‎ Remaining ‎ Vesting Term ‎(in years)
Non-Vested at December 31, 2019 | 751,315 |  | $ | 17.48 |  |
Granted | 645,827 |  |  | 9.75 |  |
Forfeited | (20,301) |  |  | 16.26 |  |
Vested | (352,080) |  |  | 18.83 |  |
Non-Vested at September 30, 2020 | 1,024,761 |  | $ | 12.17 |  | 1.8
Performance Shares On March 18, 2020, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the level of achievement of certain performance goals, including the incremental value achieved from the company’s high-protein initiatives, annual production levels and return on investment (ROI). Performance shares granted in 2020 do not contain market based factors requiring a Monte Carlo valuation model. The performance shares were granted at a target of 100%, but each performance share will reduce or increase depending on results for the performance period. If the company achieves the maximum performance goals, the maximum amount of shares available to be issued pursuant to the 2020 awards are 641,823 performance shares which represents approximately 276% of the 232,566 performance shares which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual performance targets achieved at the end of the performance period. On February 19, 2019 and March 19, 2018, the board of directors granted performance shares to be awarded in the form of common stock to certain participants of the plan. These performance shares vest based on the company’s average return on net assets (RONA) and the company’s total shareholder return (TSR), as further described herein. The performance shares vest on the third anniversary of the grant, if the RONA and TSR criteria are achieved and the participant is then employed by the company. Fifty percent of the performance shares vest based upon the company’s ability to achieve a predetermined RONA during the three year performance period. The remaining fifty percent of the performance shares vest based upon the company’s total TSR during the three year performance period relative to that of the company’s performance peer group. The performance shares were granted at a target of 100%, but each performance share will reduce or increase depending on results for the performance period for the company's RONA, and the company’s TSR relative to that of the performance peer group. If the company’s RONA and TSR achieve the maximum goals, the maximum amount of shares available to be issued pursuant to the 2018 and 2019 awards are 428,104 performance shares or 150% of the 285,403 performance shares which remain outstanding. The actual number of performance shares that will ultimately vest is based on the actual percentile ranking of the company’s RONA, and the company’s TSR compared to the peer performance at the end of the performance period. ‎ For performance shares which include market based factors, the company uses the Monte Carlo valuation model to estimate the fair value of the performance shares on the date of the grant. The weighted average assumptions used by the company in applying the Monte Carlo valuation model for performance share grants and related valuation are illustrated in the following table:
| FY 2019 Performance Awards |  |  | FY 2018 Performance Awards |
Risk-free interest rate |  | 2.45 | % |  |  | 2.44 | %
Dividend yield |  | 3.13 | % |  |  | 2.64 | %
Expected volatility |  | 41.69 | % |  |  | 45.11 | %
Monte Carlo valuation |  | 99.62 | % |  |  | 97.39 | %
Closing stock price on the date of grant | $ | 15.34 |  |  | $ | 18.15 |
The non-vested performance share award activity for the nine months ended September 30, 2020, is as follows:
| Performance ‎Shares |  | Weighted- ‎Average Grant- ‎Date Fair Value |  | Weighted-Average ‎Remaining ‎Vesting Term ‎(in years)
Non-Vested at December 31, 2019 | 285,403 |  | $ | 16.38 |  |
Granted | 232,566 |  |  | 10.64 |  |
Non-Vested at September 30, 2020 | 517,969 |  | $ | 13.80 |  | 2.0
Stock Options The fair value of the stock options is estimated on the date of the grant using the Black-Scholes option-pricing model, a pricing model acceptable under GAAP. The expected life of the options is the period of time the options are expected to be outstanding. The company did no t grant any stock option awards during the nine months ended September 30, 2020 and 2019. The activity related to the exercisable stock options for the nine months ended September 30, 2020, is as follows:
| Shares |  | Weighted-Average ‎Exercise Price |  | Weighted-Average ‎ Remaining ‎ Contractual Term ‎(in years) |  | Aggregate Intrinsic Value ‎(in thousands)
Outstanding at December 31, 2019 | 10,000 |  | $ | 16.95 |  | 0.2 |  | $ | -
Expired | (10,000) |  |  | 16.95 |  | - |  |  | -
Outstanding at September 30, 2020 | - |  | $ | - |  | - |  | $ | -
Exercisable at September 30, 2020 | - |  | $ | - |  | - |  | $ | -
Green Plains Partners Green Plains Partners has a long-term incentive plan (LTIP) intended to promote the interests of the partnership, its general partner and affiliates by providing unit-based incentive compensation awards to employees, consultants and directors to encourage superior performance. The LTIP reserves 2,500,000 common limited partner units for issuance in the form of options, restricted units, phantom units, distribution equivalent rights, substitute awards, unit appreciation rights, unit awards, profit interest units or other unit-based awards. The partnership measures unit-based compensation at fair value on the grant date, with no adjustments for estimated forfeitures. The partnership records noncash compensation expense related to the awards over the requisite service period on a straight-line basis. ‎ The non-vested unit-based awards activity for the nine months ended September 30, 2020, is as follows:
| Non-Vested ‎ Shares and ‎ Deferred Stock ‎Units |  | Weighted- ‎Average Grant- ‎Date Fair Value |  | Weighted-Average ‎ Remaining ‎ Vesting Term ‎(in years)
Non-Vested at December 31, 2019 | 22,856 |  | $ | 14.00 |  |
Granted | 47,620 |  |  | 6.72 |  |
Vested | (22,856) |  |  | 14.00 |  |
Non-Vested at September 30, 2020 | 47,620 |  | $ | 6.72 |  | 0.8
Stock-Based and Unit Based Compensation Expense Compensation costs for stock-based and unit-based payment plans were $2.1 million and $5.7 million for the three and nine months ended September 30, 2020, respectively, and $2.6 million and $7.4 million for the three and nine months ended September 30, 2019. At September 30, 2020, there was $11.7 million of unrecognized compensation costs from stock-based and unit-based compensation related to non-vested awards. This compensation is expected to be recognized over a weighted-average period of approximately 1.8 years. The potential tax benefit related to stock-based payment is approximately 24.2% of these expe nses.

X
- Definition The entire disclosure for share-based payment arrangement. + 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 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_ShareBasedCompensationAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration