XML 25 R13.htm IDEA: XBRL DOCUMENT v3.8.0.1
EQUITY-BASED INCENTIVE AWARDS
3 Months Ended
Dec. 31, 2017
EQUITY-BASED INCENTIVE AWARDS  
EQUITY-BASED INCENTIVE AWARDS

7. EQUITY-BASED INCENTIVE AWARDS

 

Omnibus Plan

The Company has two equity-based incentive plans, the 2007 Omnibus Incentive Plan and 2014 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 225,000 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 2017, awards with respect to a total of 208,815 shares, net of forfeitures, had been awarded pursuant to the Omnibus Plans and awards with respect to another 16,185 shares may be awarded under the Omnibus Plans.

Stock Options

The Company issued 6,000 incentive stock options during both Q1 2018 and Q1 2017 to various employees pursuant to the provisions of the Company’s 2014 Omnibus Plan. The stock options issued by the Company expire ten years from the grant date and include a five year graded annual vesting schedule. The awards had an estimated grant date fair value of approximately $0.2 million in Q1 2018 and $0.1 million in Q1 2017 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 2018 and Q1 2017 incentive stock option awards:

 

 

 

 

 

 

 

 

 

Stock Option

 

Stock Option

 

 

Pricing

 

Pricing

 

 

Assumptions

 

Assumptions

 

 

2018

    

2017

Risk-free interest rate

 

2.41

%

 

2.12

%

Dividend yield

 

0.8

%

 

0.6

%

Expected volatility

 

33.00

%

 

22.40

%

Expected life in years

 

6

 

 

6

 

 

The following is a summary of stock option activity during Q1 2018:

 

 

 

 

 

 

 

 

    

 

    

Weighted

 

 

 

Number

 

Average

 

 

 

of

 

Exercise

 

 

 

Shares

 

Price

 

Outstanding at September 2017

 

28,300

 

$

74.75

 

Granted

 

6,000

 

 

90.50

 

Exercised

 

 —

 

 

 —

 

Forfeited/Expired

 

 —

 

 

 —

 

Outstanding at December  2017

 

34,300

 

$

77.50

 

 

Restricted Stock Units

At December 2017, the Compensation Committee of the Board of Directors had authorized and approved the following restricted stock unit awards to members of the Company’s management team 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 2013

 

 

October 2015

 

 

October 2016

 

 

October 2017

Original number of awards issued:

 

 

17,600

 

 

13,250

 

 

13,000

 

 

13,000

Service period:

 

 

36 - 60 months

 

 

36 - 60 months

 

 

36 months 

 

 

36 months

Estimated fair value of award at grant date:

 

$

1,486,000

 

$

1,112,000

 

$

1,191,000

 

$

1,177,000

Non-vested awards outstanding at

December 31, 2017:

 

 

660

 

 

4,484

 

 

8,667

 

 

13,000

Fair value of non-vested awards at
December 31, 2017 of approximately:

 

$

65,000

 

$

439,000

 

$

848,000

 

$

1,272,000

(1)16,940 restricted stock units were vested as of December 2017. The remaining 660 restricted stock units will vest in October 2018.

(2)8,766 of the restricted stock units were vested as of December 2017. 4,334 restricted stock units will vest in October 2018. The remaining 150 restricted stock units will vest in equal annual amounts in October 2018 through October 2020. 

(3)4,333 restricted stock units were vested as of December 2017. 4,333 restricted stock units will vest in October 2018 and 4,334 will vest in October 2019.  

(4)The 13,000 restricted stock units will vest in equal amounts in October 2018, October 2019, and October 2020.

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 on 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 2018:

 

 

 

 

 

 

 

 

 

Number

 

Weighted

 

 

 

of

 

Average

 

 

    

Shares

    

Fair Value

 

Nonvested restricted stocks units at September 2017

 

27,521

 

$

92.25

 

Granted

 

13,000

 

 

90.50

 

Vested

 

(13,710)

 

 

90.97

 

Expired

 

 —

 

 

 —

 

Nonvested restricted stocks units at December  2017

 

26,811

 

$

97.85

 

 

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

 

Net income before income taxes included compensation expense of approximately $0.3 million and $0.5 million during Q1 2018 and Q1 2017, respectively, related to the amortization of all equity-based compensation awards. Total unamortized compensation expense related to these awards at December 2017 and September 2017 was approximately $2.7 million and $1.5 million, respectively.