XML 31 R17.htm IDEA: XBRL DOCUMENT v3.8.0.1
SHAREHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2017
Equity [Abstract]  
SHAREHOLDERS' EQUITY
10. SHAREHOLDERS’ EQUITY

Common Stock Repurchases

The Company may repurchase shares in open market transaction or under Rule 10b5-1 trading plans from time to time in its discretion, based on ongoing assessments of the Company’s capital needs, the market price of its common stock and general market conditions. The amount and timing of all repurchase transactions are contingent upon market conditions, applicable legal requirements and other factors.

In November 2016, the Company’s Board of Directors authorized a program, which program may be modified, suspended or terminated by the Company at any time without notice, to repurchase shares of common stock of FNHC, at such times and at prices as management determines advisable, up to an aggregate of $10.0 million through March 1, 2017. 

In March 2017, the Company’s Board of Directors authorized an additional $10.0 million share buyback program to repurchase shares of common stock through March 31, 2018.

During the year ended December 31, 2017, the Company repurchased 654,250 shares of its common stock at a total cost of $10.6 million, which is an average price per share of $16.23.  The remaining availability for future repurchases of the Company’s common stock from the March 2017 Board of Directors’ authorization was $0.8 million as of December 31, 2017.

In December 2017, the Company’s Board of Directors authorized an additional share repurchase program under which the Company may repurchase up to $10.0 million of its outstanding shares of common stock through December 31, 2018.  Together with the $0.8 million remaining as of December 31, 2017 from the Company’s previous stock repurchase authorization, the Company has available to it an aggregate of $10.8 million for future repurchases of its common stock.

Stock Compensation Plan

In April 2012, the Company’s Board of Directors adopted, and in September 2012 the Company’s shareholders approved, the Company’s 2012 Stock Incentive Plan (the “2012 Plan”). The 2012 Plan permits the issuance of up to 1,000,000 shares of the Company’s common stock, subject to adjustment as provided for in the 2012 Plan, in connection with the grant of a variety of equity incentive awards, such as stock options and restricted stocks. Officers, directors, executive management and all other employees of the Company and its subsidiaries are eligible to participate in the 2012 Plan. Awards may be granted singly, in combination, or in tandem. The 2012 Plan will expire on April 5, 2022.

Share-Based Compensation Expense

Share-based compensation arrangements include the following:
໿

 
Year Ended December 31,

 
2017
 
2016
 
2015

 
(In thousands)
Restricted stock
 
$
2,846

 
$
3,831

 
$
2,930

Stock options
 

 

 
33

Total share-based compensation expense
 
$
2,846

 
$
3,831

 
$
2,963


 
 
 
 
 
 
Intrinsic value of options exercised
 
$
3,714

 
$
13,732

 
$
1,124

Fair value of restricted stock vested
 
$
23,278

 
$
41,495

 
$
2,303



The intrinsic value of options exercised represents the difference between the stock option exercise price and the weighted average closing stock price of FNHC common stock on the exercise dates, as reported on the NASDAQ Global Market.

The unamortized share-based compensation expense is $4.3 million for the year ended December 31, 2017, which will be recognized over the remaining weighted average vesting period of approximately 1.35 years.

Stock Option Awards

A summary of the Company’s stock option activity includes the following:

 
Number of Shares
 
Weighted Average
Option
Exercise Price
Outstanding at January 1, 2015
 
219,285

 
$
3.79

Granted
 

 
$

Exercised
 
(44,652
)
 
$
3.81

Canceled
 

 
$

Outstanding at December 31, 2015
 
174,633

 
$
3.79

Granted
 

 
$

Exercised
 
(94,249
)
 
$
3.85

Canceled
 
(900
)
 
$
4.40

Outstanding at December 31, 2016
 
79,484

 
$
3.70

Granted
 

 
$

Exercised
 
(29,133
)
 
$
3.68

Canceled
 

 
$

Outstanding at December 31, 2017
 
50,351

 
$
3.72


໿
    
Stock options outstanding and exercisable in a select price range is as follows:

 
Options Outstanding and Exercisable

 
 
 
Weighted Average
 
 
 
 

 
 
 
Remaining
 
 
 
 

 
Shares Outstanding
 
Contractual Life
 
Weighted Average
 
Aggregate
Range of Exercise Price
 
and Exercisable
 
(years)
 
Exercise Price
 
Intrinsic Value
$2.45 - $4.40
 
50,351
 
3.79
 
$3.72
 
647,010


Restricted Stock Awards

The Company recognizes share-based compensation expense for all restricted stock awards (“RSAs”) held by the Company’s directors, executives and other key employees. The accounting charge is measured at the grant date as the fair value of FNHC common stock and expensed as non-cash compensation over the vesting term using the straight-line basis for service awards and the accelerated basis for performance‑based awards with graded vesting. Certain cliff vesting awards contain performance criteria which are tied to the achievement of certain market conditions. This value is recognized as expense over the service period using the straight‑line recognition method.

During the years ended December 31, 2017 and 2016, the Board of Directors granted 106,454 and 128,472 RSAs, respectively, vesting over three or five years, to the Company’s directors, executives and other key employees.

RSA activity includes the following:
໿

 
Number of Shares
 
Weighted Average
Grant Date
Fair Value
Outstanding at January 1, 2015
 
447,801

 
$
16.84

Granted
 
116,140

 
$
27.53

Vested
 
(145,134
)
 
$
15.87

Canceled
 

 
$

Outstanding at December 31, 2015
 
418,807

 
$
20.14

Granted
 
128,472

 
$
19.16

Vested
 
(204,916
)
 
$
20.25

Canceled
 
(5,160
)
 
20.58

Outstanding at December 31, 2016
 
337,203

 
$
19.69

Granted
 
106,454

 
$
17.95

Vested
 
(140,514
)
 
$
16.57

Canceled
 
(5,600
)
 
$
19.80

Outstanding at December 31, 2017
 
297,543

 
$
20.54



The weighted average grant date fair value is measured at the closing price of FNHC common stock on the grant date, as reported on the NASDAQ Global Market.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income consisted of the following:


 
Year Ended December 31,

 
2017
 
2016

 
Before
Tax
 
Income
Tax
 
Net
 
Before
Tax
 
Income
Tax
 
Net

 
(In thousands)
Accumulated other comprehensive income (loss),
 
 
 
 
 
 
 
 
 
 
 
 
beginning of period
 
$
3,324

 
$
(1,201
)
 
$
2,123

 
$
6,110

 
$
(2,247
)
 
$
3,863

 
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income (loss) before reclassifications
 
7,511

 
(2,640
)
 
4,871

 
259

 
(111
)
 
148

Reclassification adjustment for realized gains included
 
 
 
 
 
 
 
 
 
 
 
 
in net income
 
(8,548
)
 
3,248

 
(5,300
)
 
(3,045
)
 
1,157

 
(1,888
)

 
(1,037
)
 
608

 
(429
)
 
(2,786
)
 
1,046

 
(1,740
)
Accumulated other comprehensive income (loss),
 
 
 
 
 
 
 
 
 
 
 
 
   end of period
 
$
2,287

 
$
(593
)
 
$
1,694

 
$
3,324

 
$
(1,201
)
 
$
2,123