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Stock Based Compensation | 9 Months Ended
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Sep. 30, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Stock Based Compensation | 11. Stock Based Compensation—The Company accounts for stock-based awards to employees and directors in accordance with FASB ASC 718, “Share-Based Payment,” which requires the measurement and recognition of compensation for all share-based payment awards made to employees and directors including shares of common stock granted for services, employee stock options, and employee stock purchases related to the Employee Stock Purchase Plan (“employee stock purchases”) based on estimated fair values. The below tables illustrate the Company’s stock based compensation, unamortized stock-based compensation, and remaining weighted average period for the three months and nine months ended September 30, 2016 and 2015.
|  | Stock-Based Compensation for the Three months ended |  |  | Stock-Based Compensation for the Nine months ended |  |  | Unamortized Stock-Based Compensation |  |  | Remaining Weighted Average Period (years) |
September 30, 2016 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Incentive Stock Options |  | $ | 71 |  |  | $ | 252 |  |  | $ | 497 |  |  |  | 1.2 |
Restricted Stock |  |  | 406 |  |  |  | 1,100 |  |  |  | 2,545 |  |  |  | 1.8 |
Performance Based Restricted Stock |  |  | 100 |  |  |  | 240 |  |  |  | 857 |  |  |  | 1.4 |
Performance Based Options |  |  | 11 |  |  |  | 64 |  |  |  | 173 |  |  |  | 1.2 |
Total |  | $ | 588 |  |  | $ | 1,656 |  |  | $ | 4,072 |  |  |  |  |
September 30, 2015 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Incentive Stock Options |  | $ | 94 |  |  | $ | 325 |  |  | $ | 1,009 |  |  |  | 2.3 |
Restricted Stock |  |  | 334 |  |  |  | 2,296 |  |  |  | 2,751 |  |  |  | 1.5 |
Performance Based Restricted Stock |  |  | 18 |  |  |  | 222 |  |  |  | 686 |  |  |  | 1.8 |
Performance Based Options |  |  | 12 |  |  |  | 100 |  |  |  | 373 |  |  |  | 2.2 |
Total |  | $ | 458 |  |  | $ | 2,943 |  |  | $ | 4,819 |  |  |  |  |
Stock Options—During the nine months ended September 30, 2016, the Company did not grant any employees options to acquire shares of common stock. Option activity within each plan is as follows:
|  | Incentive Stock Option Plans |  |  | Weighted Average Price Per Share |  |  | Exercisable Weighted Average Price Per Share |
Balance outstanding, December 31, 2015 |  |  | 626,845 |  |  | $ | 9.25 |  |  | $ | 7.73 |
Options exercised |  |  | (25,500 | ) |  |  | 7.50 |  |  |  |  |
Options forfeited |  |  | (9,813 | ) |  |  | 11.49 |  |  |  |  |
Balance outstanding, March 31, 2016 |  |  | 591,532 |  |  | $ | 9.29 |  |  | $ | 7.84 |
Options exercised |  |  | (12,900 | ) |  |  | 7.50 |  |  |  |  |
Options forfeited |  |  | (5,000 | ) |  |  | 11.49 |  |  |  |  |
Balance outstanding, June 30, 2016 |  |  | 573,632 |  |  | $ | 9.31 |  |  | $ | 7.85 |
Options exercised |  |  | (15,500 | ) |  |  | 7.50 |  |  |  |  |
Options forfeited |  |  | (11,118 | ) |  |  | 11.49 |  |  |  |  |
Balance outstanding, September 30, 2016 |  |  | 547,014 |  |  | $ | 9.31 |  |  | $ | 7.87 |
Information relating to stock options at September 30, 2016 summarized by exercise price is as follows:
|  | Outstanding Weighted Average |  |  | Exercisable Weighted Average |
Exercise Price Per Share |  | Shares |  |  | Remaining Life (Months) |  |  | Exercise Price |  |  | Shares |  |  | Exercise Price |
Incentive Stock Option Plan: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$7.50 |  |  | 303,350 |  |  |  | 50 |  |  | $ | 7.50 |  |  |  | 303,350 |  |  | $ | 7.50 |
$11.32—$11.49 |  |  | 243,664 |  |  |  | 95 |  |  | $ | 11.57 |  |  |  | 25,507 |  |  | $ | 12.28 |
|  |  | 547,014 |  |  |  |  |  |  | $ | 9.31 |  |  |  | 328,857 |  |  | $ | 7.87 |
The weighted average exercise prices for options granted and exercisable and the weighted average remaining contractual life for options outstanding as of September 30, 2016 was as follows:
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (Months) |  |  | Intrinsic Value (thousands) |
As of September 30, 2016: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Incentive Stock Option Plans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding |  |  | 547,014 |  |  | $ | 9.31 |  |  |  | 70 |  |  | $ | 3,690 |
Expected to Vest |  |  | 540,064 |  |  | $ | 9.29 |  |  |  | 70 |  |  | $ | 3,658 |
Exercisable |  |  | 328,857 |  |  | $ | 7.87 |  |  |  | 51 |  |  | $ | 2,693 |
During the three months ended September 30, 2016 and 2015, the Company recognized stock-based compensation related to stock options of $71 and $94, respectively. During the nine months ended September 30, 2016 and 2015, the Company recognized stock-based compensation related to stock options of $252 and $325, respectively. As of September 30, 2016, the Company had approximately $497 of unamortized stock-based compensation related to unvested stock options outstanding. This amount will be recognized over the weighted-average period of 1.2 years. This projected expense will change if any stock options are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures. Restricted Shares—A status summary of non-vested shares as of and for the nine months ended September 30, 2016 and 2015 is presented below:
|  | Nine Months Ended September 30, 2016 |  |  | Nine Months Ended September 30, 2015 |
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |  |  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Nonvested shares at January 1st |  |  | 362,841 |  |  | $ | 20.43 |  |  |  | 560,842 |  |  | $ | 21.44 |
Granted |  |  | — |  |  |  | — |  |  |  | 30,000 |  |  |  | 11.42 |
Vested |  |  | (127,274 | ) |  |  | 31.29 |  |  |  | (192,266 | ) |  |  | 20.47 |
Forfeited |  |  | (16,008 | ) |  |  | 23.67 |  |  |  | (422 | ) |  |  | 14.92 |
Nonvested shares at March 31st |  |  | 219,559 |  |  | $ | 14.59 |  |  |  | 398,154 |  |  | $ | 21.17 |
Granted |  |  | 140,541 |  |  |  | 15.08 |  |  |  | 21,005 |  |  |  | 14.28 |
Vested |  |  | (22,639 | ) |  |  | 15.63 |  |  |  | (28,505 | ) |  |  | 13.53 |
Forfeited |  |  | (6,457 | ) |  |  | 14.98 |  |  |  | (1,201 | ) |  |  | 14.92 |
Nonvested shares at June 30th |  |  | 331,004 |  |  | $ | 14.72 |  |  |  | 389,453 |  |  | $ | 21.37 |
Granted |  |  | 1,668 |  |  |  | 16.75 |  |  |  | 13,196 |  |  |  | 12.88 |
Vested |  |  | (2,566 | ) |  |  | 19.18 |  |  |  | (19,000 | ) |  |  | 27.93 |
Forfeited |  |  | (12,822 | ) |  |  | 14.98 |  |  |  | (26,723 | ) |  |  | 22.64 |
Nonvested shares at September 30th |  |  | 317,284 |  |  | $ | 14.69 |  |  |  | 356,926 |  |  | $ | 20.62 |
Restricted shares — During the nine months ended September 30, 2016, the Company granted a total of 142,209 shares of common stock. Of these, 21,139 shares vest immediately and the remaining 121,070 will cliff vest after three years of service. The shares granted in 2016 were average fair valued at $15.10 per share. The fair value was determined by using the publicly traded share price as of the date of grant. The Company is recognizing as expense the value of restricted shares over the required service period. During the nine months ended September 30, 2015, the Company granted a total of 64,201 shares of common stock. Of these, 21,005 shares vest immediately, 7,500 shares will vest after 90 days from date of grant, 3,196 shares will vest one-third each year on the anniversaries of the employee’s employment date and the balance will cliff vest after three years of service. The shares granted in 2015 were average fair valued at $12.66 per share. The fair value was determined by using the publicly traded share price as of the date of grant. The Company is recognizing as expense the value of restricted shares over the required service period. During the three months ended September 30, 2016 and 2015, the Company recognized stock-based compensation related to restricted shares of $406 and $334, respectively. During the nine months ended September 30, 2016 and 2015, the Company recognized stock-based compensation related to restricted shares of $1,100 and $2,296, respectively. As of September 30, 2016, the Company had approximately $2,545 of unamortized stock-based compensation related to unvested restricted shares. This amount will be recognized over the weighted-average period of 1.8 years. This projected expense will change if any restricted shares are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures. Performance Based Restricted Shares—A summary of non-vested performance based shares as of and for the nine months ended September 30, 2016 and 2015 is presented below:
|  | Nine Months Ended September 30, 2016 |  |  | Nine Months Ended September 30, 2015 |
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |  |  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Nonvested shares at January 1st |  |  | 104,403 |  |  | $ | 17.05 |  |  |  | 103,907 |  |  | $ | 17.77 |
Granted |  |  | — |  |  |  | — |  |  |  | 7,500 |  |  |  | 10.96 |
Forfeited |  |  | (9,395 | ) |  |  | 17.65 |  |  |  | — |  |  |  | — |
Nonvested shares at March 31st |  |  | 95,008 |  |  | $ | 16.99 |  |  |  | 111,407 |  |  | $ | 17.31 |
Granted |  |  | 52,170 |  |  |  | 14.39 |  |  |  | — |  |  |  | — |
Forfeited |  |  | (19,612 | ) |  |  | 28.25 |  |  |  | — |  |  |  | — |
Nonvested shares at June 30th |  |  | 127,566 |  |  | $ | 14.20 |  |  |  | 111,407 |  |  | $ | 17.31 |
Granted |  |  | — |  |  |  | — |  |  |  | 3,196 |  |  |  | 12.37 |
Forfeited |  |  | (8,544 | ) |  |  | 14.39 |  |  |  | (10,200 | ) |  |  | 18.43 |
Nonvested shares at September 30th |  |  | 119,022 |  |  | $ | 14.18 |  |  |  | 104,403 |  |  | $ | 17.05 |
Performance Based Restricted Shares — During the nine months ended September 30, 2016, the Company granted a total of 52,170 performance based shares that will cliff vest on January 6, 2019, provided that the recipients are individually continuously employed by the Company during the vesting period. These shares have a measurement period commencing January 1, 2016 and ending December 31, 2018. Eighty percent of these performance based shares are based upon financial performance of the Company, specifically, an earnings before income tax (“EBIT”) goal weighted at 50% and a net sales goal weighted at 30%. The remaining 20% of performance based shares are based upon AVD stock price appreciation over the same performance measurement period. The EBIT and net sales goals measure the relative growth of the Company’s EBIT and net sales for the performance measurement period, as compared to the median growth of EBIT and net sales for an identified peer group. The stockholder return goal measures the relative growth of the fair market value of the Company’s stock price over the performance measurement period, as compared to that of the Russell 2000 Index and the median fair market value of the common stock of the comparator companies, identified in the Company’s 2015 Proxy Statement. All parts of these awards vest in three years, but are subject to reduction to a minimum (or even zero) for meeting less than the targeted performance and to increase to a maximum of 200% for meeting in excess of the targeted performance. During the nine months ended September 30, 2015, the Company granted a total of 10,696 performance based shares. Of these, 7,500 shares will cliff vest on January 5, 2018 with a measurement period commencing January 1, 2015 and ending December 31, 2017 and 3,196 shares will cliff vest on August 1, 2018 with a measurement period commencing July 1, 2015 and ending June 30, 2018, provided that the recipient is continuously employed by the Company during the vesting period. Eighty percent of these performance based shares are based upon financial performance of the Company, specifically, an earnings before income tax (“EBIT”) goal weighted at 50% and a net sales goal weighted at 30%. The remaining 20% of performance based shares are based upon AVD stock price appreciation over the same performance measurement period. The EBIT and net sales goals measure the relative growth of the Company’s EBIT and net sales for the performance measurement period, as compared to the median growth of EBIT and net sales for an identified peer group. The stockholder return goal measures the relative growth of the fair market value of the Company’s stock price over the performance measurement period, as compared to that of the Russell 2000 Index and the median fair market value of the common stock of the comparator companies, identified in the Company’s 2014 Proxy Statement. All parts of these awards vest in three years, but are subject to reduction to a minimum (or even zero) for meeting less than the targeted performance and to increase to a maximum of 200% for meeting in excess of the targeted performance. As of September 30, 2016, performance based shares related to net income and net sales have an average fair value of $15.08 per share. The fair value was determined by using the publicly traded share price as of the date of grant. The performance based shares related to the Company’s stock price have an average fair value of $11.63 per share. The fair value was determined by using the Monte Carlo valuation method. For awards with performance conditions, the Company recognizes share-based compensation cost on a straight-line basis for each performance criteria over the implied service period. During the three months ended September 30, 2016 and 2015, the Company recognized stock-based compensation related to performance based shares of $100 and $18, respectively. During the nine months ended September 30, 2016 and 2015, the Company recognized stock-based compensation related to performance based shares of $240 and $222, respectively. As of September 30, 2016, the Company had approximately $857 of unamortized stock-based compensation related to unvested performance based shares. This amount will be recognized over the weighted-average period of 1.4 years. This projected expense will change if any performance based shares are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures. Performance Based Stock Options—During the nine months ended September 30, 2016 and 2015, the Company did not grant any employees performance incentive stock options to acquire shares of common stock. Performance based stock option activity is as follows:
|  | Incentive Stock Option Plans |  |  | Weighted Average Price Per Share |  |  | Exercisable Weighted Average Price Per Share |
Balance outstanding, December 31, 2015 |  |  | 98,410 |  |  | $ | 11.49 |  |  | $ | — |
Options forfeited |  |  | (8,946 | ) |  |  | 11.49 |  |  |  |  |
Balance outstanding, March 31, 2016 |  |  | 89,464 |  |  | $ | 11.49 |  |  | $ | — |
Balance outstanding, June 30, 2016 |  |  | 89,464 |  |  | $ | 11.49 |  |  |  |  |
Options forfeited |  |  | (7,130 | ) |  |  | 11.49 |  |  |  |  |
Balance outstanding, September 30, 2016 |  |  | 82,334 |  |  | $ | 11.49 |  |  | $ | — |
Information relating to outstanding performance incentive stock options at September 30, 2016 summarized by exercise price is as follows:
|  | Outstanding Weighted Average |  |  | Exercisable Weighted Average |
Exercise Price Per Share |  | Shares |  |  | Remaining Life (Months) |  |  | Exercise Price |  |  | Shares |  |  | Exercise Price |
Performance Incentive Stock Option Plan: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
$11.49 |  |  | 82,334 |  |  |  | 15 |  |  | $ | 11.49 |  |  |  | — |  |  | $ | — |
|  |  | 82,334 |  |  |  |  |  |  | $ | 11.49 |  |  |  | — |  |  | $ | — |
The weighted average exercise prices for options granted and exercisable and the weighted average remaining contractual life for options outstanding as of September 30, 2016 are as follows:
|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (Months) |  |  | Intrinsic Value (thousands) |
As of September 30, 2016: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Incentive Stock Option Plans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding |  |  | 82,334 |  |  | $ | 11.49 |  |  |  | 15 |  |  | $ | 376 |
Expected to Vest |  |  | 73,632 |  |  | $ | 11.49 |  |  |  | 15 |  |  | $ | 336 |
Exercisable |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | — |
During the three months ended September 30, 2016 and 2015, the Company recognized stock-based compensation related to performance stock options of $11 and $12, respectively. During the nine months ended September 30, 2016 and 2015, the Company recognized stock-based compensation related to performance stock options of $64 and $100, respectively. As of September 30, 2016, the Company had approximately $173 of unamortized stock-based compensation related to unvested performance incentive stock options outstanding. This amount will be recognized over the weighted-average period of 1.2 years. This projected expense will change if any performance incentive stock options are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures.

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- 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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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