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Stock Based Compensation
3 Months Ended
Mar. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Based Compensation

13. 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 and employee stock options 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 months ended March 31, 2019 and 2018.

 

 

 

Stock-Based

Compensation

for the Three

months ended

 

 

Unamortized

Stock-Based

Compensation

 

 

Remaining

Weighted

Average

Period (years)

 

March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Restricted Stock

 

$

688

 

 

$

9,238

 

 

 

2.4

 

Unrestricted Stock

 

 

96

 

 

 

64

 

 

 

0.2

 

Performance Based Restricted Stock

 

 

701

 

 

 

4,524

 

 

 

2.4

 

Total

 

$

1,485

 

 

$

13,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Restricted Stock

 

$

666

 

 

$

7,956

 

 

 

2.0

 

Unrestricted Stock

 

 

96

 

 

 

64

 

 

 

0.2

 

Performance Based Restricted Stock

 

 

547

 

 

 

3,562

 

 

 

2.4

 

Total

 

$

1,309

 

 

$

11,582

 

 

 

 

 

 

Option activity within each plan is as follows:

 

 

 

Incentive

Stock Option

Plans

 

 

Weighted

Average Price

Per Share

 

Balance outstanding, December 31, 2018

 

 

384,064

 

 

$

9.10

 

Options exercised

 

 

(14,677

)

 

 

9.18

 

Balance outstanding, March 31, 2019

 

 

369,387

 

 

$

9.10

 

 

 

Information relating to stock options at March 31, 2019, summarized by exercise price is as follows:

 

 

 

Outstanding Weighted

Average

 

Exercise Price Per Share

 

Shares

 

 

Remaining

Life

(Months)

 

 

Exercise

Price

 

Incentive Stock Option Plan:

 

 

 

 

 

 

 

 

 

 

 

 

$7.50

 

 

221,045

 

 

 

20

 

 

$

7.5

 

$11.32—$14.49

 

 

148,342

 

 

 

67

 

 

$

11.49

 

 

 

 

369,387

 

 

 

 

 

 

$

9.10

 

 

The weighted average exercise prices for options granted, and exercisable, and the weighted average remaining contractual life for options outstanding as of March 31, 2019, were as follows:

 

As of March 31, 2019

 

Number of

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Life

(Months)

 

 

Intrinsic

Value

(thousands)

 

Incentive Stock Option Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

369,387

 

 

$

9.10

 

 

 

39

 

 

$

3,000

 

Expected to Vest

 

 

369,387

 

 

$

9.10

 

 

 

39

 

 

$

3,000

 

Exercisable

 

 

369,387

 

 

$

9.10

 

 

 

39

 

 

$

3,000

 

 

Common stock grants A summary of non-vested shares as of and for the three months ended March 31, 2019 and 2018 is presented below:

 

 

 

Three Months Ended

March 31, 2019

 

 

Three Months Ended

March 31, 2018

 

 

 

Number

of Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

 

Number

of Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

Nonvested shares at December 31st

 

 

587,210

 

 

$

17.59

 

 

 

391,753

 

 

$

15.61

 

Granted

 

 

290,679

 

 

 

17.34

 

 

 

254,972

 

 

 

19.97

 

Vested

 

 

(105,582

)

 

 

15.21

 

 

 

(8,800

)

 

 

12.07

 

Forfeited

 

 

(6,589

)

 

 

17.69

 

 

 

(5,265

)

 

 

16.51

 

Nonvested shares at March 31st

 

 

765,718

 

 

$

17.77

 

 

 

632,660

 

 

$

17.41

 

 

Common stock grants — During the three months ended March 31, 2019, the Company issued a total of 290,679 shares of restricted common stock to employees. The shares will cliff vest after three years of service. The shares granted in 2019 were average fair valued at $17.34 per share. The fair value was determined by using the publicly traded share price at market close as of the date of grant. The Company will recognize as expense the value of restricted shares over the required service period.

 

During the three months ended March 31, 2018, the Company issued a total of 254,972 shares of restricted common stock to employees. The shares will cliff vest after three years of service. The shares granted in 2018 were average fair valued at $19.97 per share. The fair value was determined by using the publicly traded share price at market close as of the date the grant was approved. The Company will recognize as expense the value of restricted shares over the required service period.  

As of March 31, 2019, the Company had approximately $9,238 of unamortized stock-based compensation related to unvested restricted shares. This amount will be recognized over the weighted-average period of 2.4 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 three months ended March 31, 2019 and 2018, respectively is presented below:

 

 

 

Three Months Ended

March 31, 2019

 

 

Three Months Ended

March 31, 2018

 

 

 

Number

of Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

 

Number

of Shares

 

 

Weighted

Average

Grant

Date Fair

Value

 

Nonvested shares at December 31st

 

 

287,077

 

 

$

16.87

 

 

 

186,057

 

 

$

14.93

 

Granted

 

 

137,557

 

 

 

16.47

 

 

 

122,446

 

 

 

18.79

 

Additional granted based on performance achievement

 

 

41,568

 

 

 

12.88

 

 

 

 

 

 

 

Vested

 

 

(90,872

)

 

 

14.73

 

 

 

(14,625

)

 

 

11.01

 

Forfeited

 

 

(3,543

)

 

 

15.98

 

 

 

(1,765

)

 

 

15.40

 

Nonvested shares at March 31st

 

 

371,787

 

 

$

16.81

 

 

 

292,113

 

 

$

16.74

 

 

Performance Based Shares — During the three months ended March 31, 2019, the Company issued a total of 137,557 performance based shares to employees. The shares granted during the first quarter of 2019 have an average fair value of $16.47. The fair value was determined by using the publicly traded share price at market close as of the date of grant and Monte Carlo valuation method. The Company will recognize as expense the value of the performance based shares over the required service period from grant date. The shares will cliff vest on March 28, 2022 with a measurement period commencing January 1, 2019 and ending December 31, 2021. Eighty percent of these performance based shares are based upon the 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 2018 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 March 31, 2019, the Company has concluded that the performance measure based on EBIT and net sales for the performance based shares granted in 2016, when compared to the peer group, was met at 200% of targeted performance and all related additional expenses were recorded as of March 31, 2019. The performance shares based on market price was met at 125%, however, the market condition is reflected in the grant date fair value valuation and no additional expenses were recognized as of March 31, 2019. As a result, 41,568 additional shares were earned since the Company achieved performance targets when compared to the peer group.

During the three months ended March 31, 2018, the Company issued a total of 122,446 performance based shares to employees. The shares granted during the first quarter of 2018 have an average fair value of $18.79. The fair value was determined by using the publicly traded share price at market close as of the date of grant and Monte Carlo valuation method. The Company will recognize as expense the value of the performance based shares over the required service period from grant date. 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 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.

As of March 31, 2019, performance based shares related to EBIT and net sales have an average fair value of $17.34 per share. The fair value was determined by using the publicly traded share price at market close as of the date of grant. The performance based shares related to the Company’s stock price have an average fair value of $13.01 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.

As of March 31, 2018, performance based shares related to EBIT and net sales have an average fair value of $19.95 per share. The fair value was determined by using the publicly traded share price at market close as of the date of grant. The performance based shares related to the Company’s stock price have an average fair value of $16.49 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.

As of March 31, 2019, the Company had approximately $4,524 of unamortized stock-based compensation expense related to unvested performance based shares. This amount will be recognized over the weighted-average period of 2.4 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 Incentive Stock Options—During the three months ended March 31, 2019 and 2018, the Company did not grant any employees performance incentive stock options to acquire shares of common stock.

Performance option activity is as follows:

 

 

 

Incentive

Stock

Option Plans

 

 

Weighted

Average

Price Per

Share

 

 

Execisable

Weighted

Average Price

Per Share

 

Balance outstanding, December 31, 2018

 

 

140,411

 

 

$

11.49

 

 

$

11.49

 

Options exercised

 

 

(5,735

)

 

 

11.49

 

 

 

11.49

 

Balance outstanding, March 31, 2019

 

 

134,676

 

 

$

11.49

 

 

$

11.49

 

 

 

Information relating to stock options at March 31, 2019 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:

 

 

134,676

 

 

 

69

 

 

$

11.49

 

 

 

134,676

 

 

$

11.49

 

 

The weighted average exercise prices of options granted and exercisable and the weighted average remaining contractual life for options outstanding as of March 31, 2019 are as follows:

 

As of March 31, 2019

 

Number

of

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Contractual

Life

(Months)

 

 

Intrinsic

Value

(thousands)

 

Performance Incentive Stock Option Plan:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

 

134,676

 

 

$

11.49

 

 

 

69

 

 

$

772

 

Expected to Vest

 

 

134,676

 

 

$

11.49

 

 

 

69

 

 

$

772

 

Exercisable

 

 

134,676

 

 

$

11.49

 

 

 

69

 

 

$

772