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Equity Securities and Stock-Based Compensation
6 Months Ended
Mar. 31, 2016
Equity Securities and Stock-Based Compensation  
Equity Securities and Stock-Based Compensation

10.Equity Securities and Stock-Based Compensation

 

Treasury Shares Held for Deferred Compensation Obligation — In accordance with the terms of the Directors’ Deferred Compensation Plan (DDCP), non-employee directors can elect to defer certain compensation and choose from various options how the deferred compensation will be invested. One of the investment options is Headwaters common stock. When a director chooses Headwaters stock as an investment option, Headwaters purchases the common stock in accordance with the director’s request and holds the shares until such time as the deferred compensation obligation becomes payable, normally when the director retires from the Board. At such time, the shares held by Headwaters are distributed to the director in satisfaction of the obligation. Headwaters accounts for the purchase of common stock as treasury stock, at cost. The corresponding deferred compensation obligation is reflected in capital in excess of par value. Changes in the fair value of the treasury stock are not recognized. As of March 31, 2016, the treasury stock and related deferred compensation obligation had fair values of approximately $1.9 million, which was $0.7 million higher than the carrying values at cost.

 

Stock-Based Compensation - In the December 2015 quarter, the Compensation Committee of Headwaters’ Board of Directors (the Committee) approved the grant of approximately 0.3 million stock-based awards to officers and employees. The awards were granted under the stockholder-approved 2010 Incentive Compensation Plan, and vest over an approximate three-year period. Vesting is also subject to achievement of a 12-month Adjusted EBITDA target equal to the sum of capital expenditures plus 1.5 times cash interest expense, measured at each quarter end beginning September 30, 2016 through the final vest date of September 30, 2018.

 

Stock-based compensation expense was approximately $0.7 million and $0.8 million for the March 2015 and 2016 quarters, respectively, and $1.3 million and $1.5 million for the six months ended March 31, 2015 and 2016, respectively. As of March 31, 2016, there was approximately $4.1 million of total compensation cost related to unvested awards not yet recognized, which will be recognized in future periods in accordance with applicable vesting terms.

 

Shelf Registration – In August 2015, Headwaters filed a universal shelf registration statement with the SEC. A prospectus supplement describing the terms of any future securities to be issued is required to be filed before any offering can commence under the registration statement.