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Share-Based Payments
12 Months Ended
Jan. 02, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Payments

Note 14 – Share-Based Payments

Share-Based Payments to Employees

The Company previously sponsored a shareholder-approved stock incentive plan (the “2015 Plan”) that provided for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, and other stock-based and stock-related awards to directors, officers and other key associates. On May 20, 2020, the Company’s shareholders approved a new stock incentive plan (“the 2020 Plan”). The 2020 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units, dividend equivalent rights, and other stock-based and stock-related awards to directors, employees, or contractors of the Company, as determined by the Compensation Committee of the Board of Directors. The 2020 Plan provided for 1,635,000 newly reserved shares plus the 736,578 shares previously available for grant under the 2015 Plan. Holders of restricted stock and stock awards are entitled to participate in dividends, payable upon the vesting of the underlying awards. As of January 2, 2021, a total of 2,205,034 shares remained unissued under the 2020 Plan. All outstanding unvested shares of restricted stock vest immediately upon a “Change in Control,” as defined by the Plan.

There was no stock option activity in 2020. The following table summarizes stock option activity for 2019 and 2018:

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Remaining

 

 

Aggregate

 

 

Shares

 

 

Exercise

 

 

Contractual

 

 

Intrinsic Value

 

 

Under Options

 

 

Price

 

 

Life Years

 

 

(in thousands)

 

Options outstanding and exercisable at December 30, 2017

 

 

47,928

 

 

$

 

16.52

 

 

 

 

1.07

 

 

$

 

487

 

Exercised

 

 

(20,476

)

 

 

 

13.87

 

 

 

 

 

 

 

 

 

1,043

 

Cancelled/Expired

 

 

(14,400

)

 

 

 

22.69

 

 

 

 

 

 

 

 

 

 

 

Options outstanding and exercisable at December 29, 2018

 

 

13,052

 

 

 

 

13.87

 

 

 

 

0.37

 

 

 

 

39

 

Exercised

 

 

(13,052

)

 

 

 

13.87

 

 

 

 

 

 

 

 

 

51

 

Options outstanding and exercisable at December 28, 2019

 

 

 

 

$

 

 

 

 

 

 

 

$

 

 

Restricted shares awarded to associates vest ratably over a four-year service period and over one year for grants to members of the Board of Directors. Awards are subject to forfeiture and certain transfer restrictions prior to vesting. Compensation expense, representing the fair value of the stock at the measurement date of the award, is recognized over the required service period. 

The following table summarizes restricted stock activity for 2020, 2019 and 2018:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

 

 

 

 

 

 

 

Grant-Date

 

 

 

 

 

 

 

 

Shares

 

 

Fair Value

 

Outstanding and nonvested at December 30, 2017

 

 

 

 

 

 

 

 

613,744

 

 

$

 

30.32

 

Granted

 

 

 

 

 

 

 

 

482,572

 

 

 

 

17.00

 

Vested

 

 

 

 

 

 

 

 

(260,644

)

 

 

 

28.89

 

Forfeited

 

 

 

 

 

 

 

 

(12,853

)

 

 

 

23.52

 

Outstanding and nonvested at December 29, 2018

 

 

 

 

 

 

 

 

822,819

 

 

 

 

23.07

 

Granted

 

 

 

 

 

 

 

 

488,063

 

 

 

 

17.84

 

Vested

 

 

 

 

 

 

 

 

(346,721

)

 

 

 

23.47

 

Forfeited

 

 

 

 

 

 

 

 

(35,428

)

 

 

 

20.11

 

Outstanding and nonvested at December 28, 2019

 

 

 

 

 

 

 

 

928,733

 

 

 

 

20.28

 

Granted

 

 

 

 

 

 

 

 

521,566

 

 

 

 

15.96

 

Vested

 

 

 

 

 

 

 

 

(396,219

)

 

 

 

21.65

 

Forfeited

 

 

 

 

 

 

 

 

(80,132

)

 

 

 

16.48

 

Outstanding and nonvested at January 2, 2021

 

 

 

 

 

 

 

 

973,948

 

 

$

 

17.72

 

The total fair value of shares vested was $5.3 million, $6.2 million and $4.8 million in 2020, 2019 and 2018, respectively.

Share-based payment expense recognized and included in “Selling, general and administrative expenses” in the consolidated statements of earnings, and related tax benefits were as follows:

 

 

 

 

2020

 

 

2019

 

 

2018

 

(In thousands)

 

 

 

(53 Weeks)

 

 

(52 Weeks)

 

 

(52 Weeks)

 

Restricted stock

 

 

 

$

 

6,299

 

 

$

 

7,312

 

 

$

 

7,646

 

Tax benefits

 

 

 

 

 

(839

)

 

 

 

(1,303

)

 

 

 

(2,242

)

Stock-based compensation expense, net of tax

 

 

 

$

 

5,460

 

 

$

 

6,009

 

 

$

 

5,404

 

 

As of January 2, 2021, total unrecognized compensation cost related to non-vested restricted stock awards granted under the stock incentive plan was $5.7 million. The remaining compensation costs not yet recognized are expected to be recognized over a weighted average period of 2.5 years.

The Company recognized tax deductions of $5.9 million, $7.2 million and $5.6 million related to the exercise of stock options and the vesting of restricted stock in 2020, 2019 and 2018, respectively.

The Company sponsors a stock bonus plan covering 300,000 shares of SpartanNash common stock. Under the provisions of this plan, certain officers and key associates may elect to receive a portion of their annual bonus in common stock rather than cash, which will be issued at 120% of cash value. After the shares are issued, the holder is not able to sell or otherwise transfer the shares until the end of the holding period, which is currently 24 months. Compensation expense is recorded based upon the market price of the stock as of the measurement date. During 2018, an additional 45,000 shares were authorized to be granted from the stock bonus plan. 3,443 shares were issued in 2019 and 8,087 shares were issued in 2020 leaving 33,470 shares remaining unissued under the stock bonus plan as of January 2, 2021.

The Company also sponsors an associate stock purchase plan covering 200,000 shares of SpartanNash common stock. The plan enables associates of the Company to purchase shares at 95% of the fair market value. As of January 2, 2021, a total of 161,674 shares had been issued under the plan.

Stock Warrants

On October 7, 2020, in connection with its entry into a commercial agreement with Amazon.com, Inc. (“Amazon”), the Company issued Amazon.com NV Investment Holdings LLC, a subsidiary of Amazon, warrants to acquire up to an aggregate of 5,437,272 shares of the Company’s common stock (the “Warrants”), subject to certain vesting conditions. Warrants equivalent to 2.5% of the Company’s outstanding and issuable shares, or 1,087,455 shares, vested upon the signing of the commercial agreement, and had a grant date fair value of $5.51 per share. Warrants equivalent to up to 10.0% of the Company’s outstanding and issuable shares, or 4,349,817 shares, may vest in connection with conditions defined by the terms of the Warrant, as Amazon makes payments to the Company in connection with the commercial supply agreement, in increments of $200 million, and had a grant date fair value of $5.33 per share. Upon vesting, shares may be acquired at an exercise price of $17.7257. The warrants contain customary anti-dilution, down-round and change-in-control provisions. The right to purchase shares in connection with the Warrant expires on October 7, 2027.

Non-cash share-based payment expense associated with the stock warrants is recognized as vesting conditions are achieved, based on the grant date fair value of the warrants. The fair value of the stock warrants was determined as of the grant date in accordance with ASC 718, Compensation – Stock Compensation, using the binomial lattice pricing model (the “lattice model”). The lattice model is based, in part, upon assumptions for which management is required to use judgment. The assumptions made for purposes of estimating fair value under the lattice model for the Warrants were as follows:

 

 

 

Selected Assumption

 

Methodology

Risk free interest rate

0.56%

 

Derived from the Constant Maturity Treasury Rate with maturity matching time to expiration of the Warrants

Volatility

47.00%

 

Based on historical equity volatility of Company stock over a period matching the assumed warrants term

Dividend yield

4.57%

 

Based on the historical dividends paid by the Company

The warrant shares which vested upon signing the commercial agreement have a contractual term of 7 years, whereas the warrant shares which vest upon payments made to the Company in connection with the commercial supply agreement have an estimated weighted average term of 3.6 years.

The following table summarizes stock warrant activity for 2020:

 

 

 

 

 

 

 

 

Warrants

 

Outstanding and nonvested at December 28, 2019

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

5,437,272

 

Vested

 

 

 

 

 

 

 

 

(1,087,455

)

Outstanding and nonvested at January 2, 2021

 

 

 

 

 

 

 

 

4,349,817

 

Share-based payment expense recognized, included as a reduction of “Net sales” in the consolidated statements of earnings, and related tax benefits were as follows:

 

 

 

 

 

 

 

2020

 

(In thousands)

 

 

 

 

 

 

(53 Weeks)

 

Warrants expense

 

 

 

 

 

 

$

 

6,549

 

Tax benefits

 

 

 

 

 

 

 

 

(2,051

)

Stock-based compensation expense, net of tax

 

 

 

 

 

 

$

 

4,498

 

 

As of January 2, 2021, total unrecognized cost related to non-vested warrants was $22.6 million, which may be expensed as vesting conditions are satisfied over the remaining term of the agreement, or 6.8 years. Warrants representing 1,087,455 shares are vested and exercisable. The warrants had no intrinsic value as of January 2, 2021.