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EQUITY
3 Months Ended
Mar. 31, 2018
EQUITY  
EQUITY

NOTE 13.   EQUITY

 

Stock Repurchase Program

 

On June 1, 2016, the Company’s Board of Directors authorized the repurchase of $25.0 million of the Company’s outstanding common stock. Repurchases may be made from time to time in the open market or through privately negotiated transactions. The timing of any repurchases will be based upon prevailing market conditions and other factors. The Company did not repurchase any shares of common stock under the repurchase program during the three months ended March 31, 2018. The repurchase program will remain in effect until June 2, 2018, unless extended by our Board of Directors.

 

Omnibus Incentive Plan

 

On May 27, 2015, our stockholders approved the Omnibus Incentive Plan (“Omnibus Plan”), which was approved by our Board of Directors on April 7, 2015. The Omnibus Plan was developed to provide additional incentives through equity ownership in US Ecology and, as a result, encourage employees and directors to contribute to our success. The Omnibus Plan provides, among other things, the ability for the Company to grant restricted stock, performance stock, options, stock appreciation rights, restricted stock units (“RSUs”), performance stock units (“PSUs”) and other stock-based awards or cash awards to officers, employees, consultants and non-employee directors. Subsequent to the approval of the Omnibus Plan in May 2015, we stopped granting equity awards under our 2008 Stock Option Incentive Plan and our 2006 Restricted Stock Plan (collectively, the “Previous Plans”). The Previous Plans will remain in effect solely for the settlement of awards granted under the Previous Plans. No shares that are reserved but unissued under the Previous Plans or that are outstanding under the Previous Plans and reacquired by the Company for any reason will be available for issuance under the Omnibus Plan. The Omnibus Plan expires on April 7, 2025 and authorizes 1,500,000 shares of common stock for grant over the life of the Omnibus Plan. As of March 31, 2018, 1,026,581 shares of common stock remain available for grant under the Omnibus Plan.

 

PSUs, RSUs and Restricted Stock

 

On January 2, 2018, the Company granted 14,100 PSUs to certain employees. Each PSU represents the right to receive, on the settlement date, one share of the Company’s common stock. The total number of PSUs each participant is eligible to earn ranges from 0% to 200% of the target number of PSUs granted. The actual number of PSUs that will vest and be settled in shares is determined at the end of a three-year performance period beginning January 1, 2018, based on total stockholder return relative to a set of peer companies. The fair value of the PSUs estimated on the grant date using a Monte Carlo simulation was $63.56 per unit. Compensation expense is recorded over the awards’ vesting period.

 

Assumptions used in the Monte Carlo simulation to calculate the fair value of the PSUs granted in 2018 are as follows:

 

 

 

 

 

 

 

    

2018

    

Stock price on grant date

 

$

51.00

 

Expected term

 

 

3.0

years

Expected volatility

 

 

30

%

Risk-free interest rate

 

 

2.0

%

Expected dividend yield

 

 

1.4

%

 

A summary of our PSU, restricted stock and RSU activity for the three months ended March 31, 2018 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PSUs

 

Restricted Stock 

 

RSUs

 

 

 

 

Weighted

 

 

 

Weighted

 

 

 

Weighted

 

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

 

 

 

Grant Date

 

 

 

Grant Date

 

 

 

Grant Date

 

    

Shares

    

Fair Value

    

Shares

    

Fair Value

 

Shares

    

Fair Value

Outstanding as of December 31, 2017

 

30,963

 

$

53.76

 

66,701

 

$

44.83

 

47,151

 

$

45.56

Granted

 

14,100

 

 

63.56

 

23,600

 

 

50.99

 

28,760

 

 

54.25

Vested

 

(5,863)

 

 

65.78

 

(15,197)

 

 

49.97

 

(17,612)

 

 

44.83

Cancelled, expired or forfeited

 

 —

 

 

 —

 

(116)

 

 

49.97

 

(682)

 

 

44.07

Outstanding as of March 31, 2018

 

39,200

 

$

55.48

 

74,988

 

$

45.72

 

57,617

 

$

50.14

 

During the three months ended March 31, 2018, 5,863 PSUs vested and PSU holders earned 5,996 shares of the Company’s common stock.

 

Stock Options

 

A summary of our stock option activity for the three months ended March 31, 2018 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

Average

 

 

 

 

Exercise

 

    

Shares

    

Price

Outstanding as of December 31, 2017

 

429,729

 

$

38.58

Granted

 

40,900

 

 

51.00

Exercised

 

(66,353)

 

 

30.09

Cancelled, expired or forfeited

 

(5,000)

 

 

43.71

Outstanding as of March 31, 2018

 

399,276

 

$

41.20

Exercisable as of March 31, 2018

 

288,455

 

$

39.57

 

Treasury Stock

 

During the three months ended March 31, 2018, the Company repurchased 5,564 shares of the Company’s common stock in connection with the net share settlement of employee equity awards at an average cost of $56.20 per share. During the three months ended March 31, 2018, option holders exercised 66,353 options with a weighted-average exercise price of $30.09 per option, and 22,570 shares were tendered to option holders in connection with options exercised via net share settlement.