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Stock Based Compensation
6 Months Ended
Jun. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Based Compensation

12. 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 following tables illustrate the Company’s stock based compensation, unamortized stock-based compensation, and remaining weighted average period for the three and six months ended June 30, 2018 and 2017.

 

 

 

Stock-Based

Compensation

for the Three

months ended

 

 

Stock-Based

Compensation

for the Six

months ended

 

 

Unamortized

Stock-Based

Compensation

 

 

Remaining

Weighted

Average

Period (years)

 

June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted Stock

 

$

988

 

 

$

1,750

 

 

$

7,424

 

 

 

2.2

 

Performance Based Restricted Stock

 

 

481

 

 

 

1,028

 

 

 

3,336

 

 

 

2.2

 

Total

 

$

1,469

 

 

$

2,778

 

 

$

10,760

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Incentive Stock Options

 

$

86

 

 

$

170

 

 

$

193

 

 

 

0.5

 

Restricted Stock

 

 

777

 

 

 

1,433

 

 

 

5,198

 

 

 

1.4

 

Performance Based Restricted Stock

 

 

321

 

 

 

621

 

 

 

2,157

 

 

 

2.3

 

Performance Based Options

 

 

58

 

 

 

98

 

 

 

117

 

 

 

0.5

 

Total

 

$

1,242

 

 

$

2,322

 

 

$

7,665

 

 

 

 

 

 

Stock Options—During the three and six months ended June 30, 2018, 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, 2017

 

 

473,641

 

 

$

9.38

 

 

$

9.38

 

Options exercised

 

 

(40,923

)

 

 

11.49

 

 

 

 

Balance outstanding, March 31, 2018

 

 

432,718

 

 

 

9.19

 

 

 

9.19

 

Options exercised

 

 

(38,360

)

 

 

10.02

 

 

 

 

Balance outstanding, June 30, 2018

 

 

394,358

 

 

$

9.12

 

 

$

9.12

 

 

Information relating to stock options at June 30, 2018, 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

 

 

233,545

 

 

 

29

 

 

$

7.5

 

 

 

233,545

 

 

$

7.50

 

$11.32—$14.49

 

 

160,813

 

 

 

76

 

 

$

11.48

 

 

 

160,813

 

 

$

11.48

 

 

 

 

394,358

 

 

 

 

 

 

$

9.12

 

 

 

394,358

 

 

$

9.12

 

 

The weighted average exercise prices for options granted, and exercisable, and the weighted average remaining contractual life for options outstanding as of June 30, 2018, were as follows:

 

As of June 30, 2018

 

Number

of

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Life

(Months)

 

 

Intrinsic

Value

(thousands)

 

Incentive Stock Option Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

394,358

 

 

$

9.12

 

 

 

48

 

 

$

5,452

 

Expected to Vest

 

 

394,358

 

 

$

9.12

 

 

 

48

 

 

$

5,452

 

Exercisable

 

 

394,358

 

 

$

9.12

 

 

 

48

 

 

$

5,452

 

 

 

Common stock grants A summary of non-vested shares as of, and for, the three and six months ended June 30, 2018 and 2017 is presented below:

 

 

 

Six Months Ended

June 30, 2018

 

 

Six Months Ended

June 30, 2017

 

 

 

Number

of Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

 

Number

of Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

Nonvested shares at December 31st

 

 

391,753

 

 

$

15.61

 

 

 

324,756

 

 

$

14.75

 

Granted

 

 

254,972

 

 

 

19.97

 

 

 

251,475

 

 

 

16.10

 

Vested

 

 

(8,800

)

 

 

12.07

 

 

 

(10,100

)

 

 

12.95

 

Forfeited

 

 

(5,265

)

 

 

16.51

 

 

 

(6,544

)

 

 

15.26

 

Nonvested shares at March 31st

 

 

632,660

 

 

 

17.41

 

 

 

559,587

 

 

 

15.38

 

Granted

 

 

22,308

 

 

 

23.66

 

 

 

38,502

 

 

 

17.08

 

Vested

 

 

(20,313

)

 

 

22.82

 

 

 

(188,400

)

 

 

15.22

 

Forfeited

 

 

(6,424

)

 

 

17.25

 

 

 

(6,593

)

 

 

15.55

 

Nonvested shares at June 30th

 

 

628,231

 

 

$

17.40

 

 

 

403,096

 

 

$

15.61

 

 

Common stock grants — During the six months ended June 30, 2018, the Company issued a total of 277,280 shares of common stock to employees and directors of which 19,313 shares vested immediately, 19,760 shares will vest between a range of 178 days to 1,060 days, and the remaining shares will cliff vest after three years of service. The shares granted in 2018 were average fair valued at $20.27 per share.  The fair value was determined by using the publicly traded share price as of the market close on the date of grant. The Company will recognize as expense the fair value of restricted shares over the required service period.

 

During the six months ended June 30, 2017, the Company issued a total of 289,977 shares of common stock to employees and directors of which 24,312 shares vested immediately, 3,900 shares will vest in three equal tranches on the employee’s anniversary, 1,000 shares vested after one year of service, 2,500 shares will cliff vest after two years of service, and the remaining shares will cliff vest after three years of service. The shares granted in 2017 were average fair valued at $16.23 per share.  The fair value was determined by using the publicly traded share price as of the market close on the date of grant. The Company will recognize as expense the fair value of restricted shares over the required service period.           

During the three months ended June 30, 2018 and 2017, the Company recognized stock-based compensation related to restricted shares of $988 and $777, respectively. During the six months ended June 30, 2018 and 2017, the Company recognized stock-based compensation related to restricted shares of $1,750 and $1,433, respectively.  

As of June 30, 2018, the Company had approximately $7,424 of unamortized stock-based compensation related to unvested restricted shares. This amount will be recognized over the weighted-average period of 2.2 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 SharesA summary of non-vested performance based shares as of, and for, the six months ended June 30, 2018 and 2017, respectively is presented below:

 

 

 

Six Months Ended

June 30, 2018

 

 

Six Months Ended

June 30, 2017

 

 

 

Number

of Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

 

Number

of Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

Nonvested shares at December 31st

 

 

186,057

 

 

$

14.93

 

 

 

119,022

 

 

$

14.18

 

Granted

 

 

122,446

 

 

 

18.79

 

 

 

121,194

 

 

 

15.40

 

Vested

 

 

(14,625

)

 

 

11.01

 

 

 

 

 

 

 

Forfeited

 

 

(1,765

)

 

 

15.40

 

 

 

 

 

 

 

Nonvested shares at March 31st

 

 

292,113

 

 

 

16.74

 

 

 

240,216

 

 

 

14.80

 

Granted

 

 

3,850

 

 

 

22.69

 

 

 

7,400

 

 

 

15.88

 

Vested

 

 

 

 

 

 

 

 

(48,046

)

 

 

14.92

 

Forfeited

 

 

(2,179

)

 

 

17.67

 

 

 

(12,560

)

 

 

12.92

 

Nonvested shares at June 30th

 

 

293,784

 

 

$

16.81

 

 

 

187,010

 

 

$

14.93

 

 

Performance Based Shares — During the six months ended June 30, 2018, the Company issued a total of 126,296 performance-based shares to employees. The shares granted have an average fair value of $18.91.  The fair value was determined by using the publicly traded share price as of the market close on the date of grant. The Company will recognize as expense, the fair value of the performance based shares over the required service period from grant date. The majority of the shares will cliff vest on March 9, 2021 with a measurement period commencing January 1, 2018 and ending December 31, 2020. Eighty percent of these performance based shares are based upon the financial performance of the Company, specifically, an earnings before income taxes (“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 2017 Proxy Statement. All parts of these awards vest in three years, but are subject to reduction to a minimum (or even zero) for recording less than the targeted performance and to increase to a maximum of 200% for achieving in excess of the targeted performance.

 

Performance Based Shares — During the six months ended June 30, 2017, the Company issued a total of 128,594 performance-based shares to employees. The shares granted during the six months of 2017 have an average fair value of $15.43.  The fair value was determined by using the publicly traded share price as of the market close on the date of grant. The Company will recognize as expense the fair value of the performance based shares over the required service period from grant date. The shares will cliff vest on February 8, 2020 with a measurement period commencing January 1, 2017 and ending December 31, 2019. Eighty percent of these performance based shares are based upon the financial performance of the Company, specifically, an earnings before income taxes (“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 2016 Proxy Statement. All parts of these awards vest in three years, but are subject to reduction to a minimum (or even zero) for recording less than the targeted performance and to increase to a maximum of 200% for achieving in excess of the targeted performance.

As of June 30, 2018, performance based shares related to EBIT and net sales have an average fair value of $18.88 per share. The fair value was determined by using the publicly traded share price as of the market close on the date of grant. The performance based shares related to the Company’s stock price have an average fair value of $15.85 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 June 30, 2018 and 2017, the Company recognized stock-based compensation related to performance based shares of $481 and $321, respectively.  During the six months ended June 30, 2018 and 2017, the Company recognized stock-based compensation related to performance based shares of $1,028 and $621, respectively.  

As of June 30, 2018, the Company had approximately $3,336 of unamortized stock-based compensation expense related to unvested performance based shares. This amount will be recognized over the weighted-average period of 2.2 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 Incentive Stock Options—During the six months ended June 30, 2018 and 2017, the Company did not grant any employees performance incentive stock options to acquire shares of common stock.  As of June 30, 2018, the Company has concluded that the performance measure based on EBIT and net sales for the performance stock options granted in 2014, when compared to the peer group, was met at 200% of targeted performance and all related additional expenses were recorded as of December 31, 2017. The performance options based on market price was met at 175%, however, the market condition is reflected in the grant date fair value valuation and no additional expenses were recognized as of December 31, 2017.  As a result, 77,598 shares were earned through additional vesting based on performance. The balance outstanding as of June 30, 2018 is increased by the additional options issued based on performance.

Performance option activity is as follows:

 

 

 

Incentive

Stock Option

Plans

 

 

Weighted

Average Price

Per Share

 

 

Exercisable

Weighted

Average Price

Per Share

 

Balance outstanding, December 31, 2017 and March 31, 2018

 

 

81,666

 

 

$

11.49

 

 

$

11.49

 

Additional vesting based on performance

 

 

77,598

 

 

 

11.49

 

 

 

 

Options exercised

 

 

(17,839

)

 

 

11.49

 

 

 

 

Balance outstanding, June 30, 2018

 

 

141,425

 

 

$

11.49

 

 

$

11.49

 

 

Information relating to stock options at June 30, 2018 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:

 

 

141,425

 

 

 

78

 

 

$

11.49

 

 

 

141,425

 

 

$

11.49

 

 

The weighted average exercise prices for options granted and exercisable and the weighted average remaining contractual life for options outstanding as of June 30, 2018 are as follows:

 

As of June 30, 2018

 

Number

of

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Life

(Months)

 

 

Intrinsic

Value

(thousands)

 

Performance Incentive Stock Option Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

141,425

 

 

$

11.49

 

 

 

78

 

 

$

1,621

 

Expected to Vest

 

 

141,425

 

 

$

11.49

 

 

 

78

 

 

$

1,621

 

Exercisable

 

 

141,425

 

 

$

11.49

 

 

 

78

 

 

$

1,621

 

 

In March 2016, FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718). The new standard changes the accounting for certain aspects of share-based payments to employees. The standard requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital (“APIC”) pools. The standard also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. Cash paid by an employer when directly withholding shares for tax-withholding purposes should be classified as a financing activity in the condensed consolidated statements of cash flows. In addition, the standard allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The new standard is effective for fiscal years beginning after December 15, 2016 with early adoption permitted. The Company has considered the different options for treatment of forfeitures in accounting for stock compensation and has elected to continue to account for such adjustments on the estimated basis. The Company adopted this new standard as of January 1, 2017 on a prospective basis.  The impact of this adoption was not material.