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EQUITY-BASED INCENTIVE AWARDS
3 Months Ended
Dec. 31, 2018
EQUITY-BASED INCENTIVE AWARDS  
EQUITY-BASED INCENTIVE AWARDS

7. EQUITY-BASED INCENTIVE AWARDS

 

Omnibus Plan

The Company has two equity-based incentive plans, the 2014 Omnibus Incentive Plan and the 2018 Omnibus Incentive Plan (collectively “the Omnibus Plans”), which provide for equity incentives to employees. Each Omnibus Plan was designed with the intent of encouraging employees to acquire a vested interest in the growth and performance of the Company. The Omnibus Plans together permit the issuance of up to 135,000 shares of the Company’s common stock in the form of stock options, restricted stock awards, restricted stock units, performance share awards as well as awards such as stock appreciation rights, performance units, performance shares, bonus shares, and dividend share awards payable in the form of common stock or cash. The number of shares issuable under the Omnibus Plans is subject to customary adjustments in the event of stock splits, stock dividends, and certain other distributions on the Company’s common stock. At December 2018, awards with respect to a total of 89,332 shares, net of forfeitures, had been awarded pursuant to the Omnibus Plans and awards with respect to another 45,668 shares may be awarded under the Omnibus Plans.

Stock Options

The Company issued 5,450 and 6,000 incentive stock option awards to employees during Q1 2019 and Q1 2018, respectively, pursuant to the provisions of the Company’s 2014 Omnibus Plans. The stock options issued by the Company expire ten years from the grant date and include a five year graded annual vesting schedule. Both the Q1 2019 and Q1 2018 incentive stock option awards had estimated grant date fair values of approximately $0.2 million using the Black‑Scholes option pricing model. The following assumptions were used in connection with the Black‑Scholes option pricing calculation as it relates to the Q1 2019 and Q1 2018 incentive stock option awards:

 

 

 

 

 

 

 

 

 

Stock Option

 

Stock Option

 

 

Pricing

 

Pricing

 

 

Assumptions

 

Assumptions

 

 

Q1 2019

    

Q1 2018

Risk-free interest rate

 

2.55

%

 

2.41

%

Dividend yield

 

0.8

%

 

0.8

%

Expected volatility

 

45.10

%

 

33.00

%

Expected life in years

 

6

 

 

6

 

 

The following is a summary of stock option activity during Q1 2019:

 

 

 

 

 

 

 

 

    

 

    

Weighted

 

 

 

Number

 

Average

 

 

 

of

 

Exercise

 

 

 

Shares

 

Price

 

Outstanding at September 2018

 

33,800

 

$

77.85

 

Granted

 

5,450

 

 

84.00

 

Exercised

 

 —

 

 

 —

 

Forfeited/Expired

 

 —

 

 

 —

 

Outstanding at December  2018

 

39,250

 

$

78.71

 

Restricted Stock Units

During Q1 2019, the Compensation Committee of the Board of Directors had authorized and approved the following restricted stock unit awards to employees pursuant to the provisions of the Company’s Omnibus Plans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Restricted
 Stock Units(1)

    

Restricted
 Stock Units(2)

    

Restricted
 Stock Units(3)

    

Restricted
 Stock Units(4)

Date of award:

 

 

October 2015

 

 

October 2016

 

 

October 2017

 

 

October 2018

Original number of awards issued:

 

 

13,250

 

 

13,000

 

 

13,000

 

 

15,050

Service period:

 

 

36 - 60 months

 

 

36 months 

 

 

36 months 

 

 

36 months

Estimated fair value of award at grant date:

 

$

1,112,000

 

$

1,191,000

 

$

1,177,000

 

$

1,264,000

Non-vested awards outstanding at
December 31, 2018:

 

 

100

 

 

4,334

 

 

8,667

 

 

15,050

Fair value of non-vested awards at
December 31, 2018 of approximately:

 

$

10,000

 

$

432,000

 

$

865,000

 

$

1,501,000

(1)13,150 restricted stock units were vested as of December 2018. The remaining 100 restricted stock units will vest in equal amounts in October 2019 and October 2020.

(2)8,666 of the restricted stock units were vested as of December 2018. The remaining 4,334 restricted stock units will vest in October 2019. 

(3)4,333 restricted stock units were vested as of December 2018. 4,333 restricted stock units will vest in October 2019 and 4,334 will vest in October 2020.  

(4)The 15,050 restricted stock units will vest in equal amounts in October 2019, October 2020, and October 2021.

There is no direct cost to the recipients of the restricted stock units, except for any applicable taxes. The restricted stock units are subject to the customary adjustments in the event of stock splits, stock dividends, and certain other distributions of the Company’s common stock. All cash dividends and/or distributions payable to restricted stock recipients will be held in escrow until all the conditions of vesting have been met.

The restricted stock units provide that the recipients can elect, at their option, to receive either common stock in the Company, or a cash settlement based upon the closing price of the Company’s shares, at the time of vesting. Based on these award provisions, the compensation expense recorded in the Company’s Statement of Operations reflects the straight‑line amortized fair value based on the period end closing price under the liability method.

The following summarizes restricted stock unit activity under the Omnibus Plans during Q1 2019:

 

 

 

 

 

 

 

 

 

Number

 

Weighted

 

 

 

of

 

Average

 

 

    

Shares

    

Fair Value

 

Nonvested restricted stocks units at September 2018

 

26,811

 

$

86.95

 

Granted

 

15,050

 

 

84.00

 

Vested

 

(13,710)

 

 

84.00

 

Expired

 

 —

 

 

 —

 

Nonvested restricted stocks units at December  2018

 

28,151

 

$

99.75

 

 

All Equity-Based Awards (stock options and restricted stock units) 

 

Net income before income taxes included compensation expense of approximately $0.3 million during both Q1 2019 and Q1 2018 related to the amortization of all equity-based compensation awards. Total unamortized compensation expense related to these awards at December 2018 and September 2018 was approximately $2.9 million and $1.1 million, respectively.