SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

SHAREHOLDERS' EQUITY

STOCK REPURCHASESIn 2018, the Company's Board of Director's approved a share repurchase program with a repurchase authorization of up to two million shares of the Company's common stock. During 2022 and 2021, no shares were repurchased. In 2020, the Company repurchased 392,337 common shares for approximately $7.2 million. The maximum number of shares that may yet be purchased under the Plan was approximately 1,375,000 at December 31, 2022.SHAREHOLDERS’ EQUITY

Stock-Based Compensation Plans

The Company currently has two equity compensation plans which reserve shares of common stock for issuance to key employees, directors, consultants and advisors to the Company. The following is a description of these plans:

The 2010 Long-term Stock Incentive Plan (“2010 Plan”) - This plan was adopted in April 2010 and allows the Company to issue incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock based awards authorized by the Compensation Committee of the Board of Directors. Options and awards issued under this plan expire ten years after the options and awards are granted. The maximum number of shares granted per type of award to any individual may not exceed 1,500,000 in any calendar year. Restricted stock grants and common stock awards reduce stock options otherwise available for future grant. Awards for a maximum of 7,500,000 shares may be granted under this plan. The Company is no longer granting options or awards under this plan. A total of 339,856 options and 30,323 restricted stock units were outstanding under this plan as of December 31, 2022.

The 2020 Omnibus Stock Incentive Plan (“2020 Omnibus Plan”) - This plan was adopted in June 2020 and allows the Company to issue incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock based awards authorized by the Compensation Committee of the Board of Directors. Options and awards issued under this plan expire ten years after the options and awards are granted. The maximum number of shares granted per type of award to any individual may not exceed 1,500,000 in any calendar year (or $10.0 million in the case of cash performance awards). Restricted stock grants and common stock awards reduce stock options otherwise available for future grant. Awards for a maximum of 7,500,000 shares may be granted under this plan. A total of 169,356 options and 118,902 restricted stock units were outstanding under this plan as of December 31, 2022.

The fair value of employee share options is recognized in expense over the vesting period of the options, using the graded attribution method. The fair value of employee share options is determined on the date of grant using the Black-Scholes option pricing model. The Company has calculated its dividend yield by dividing the annualized regular quarterly dividend

by the current stock price at grant date. The Company has used historical volatility in its estimate of expected volatility. The expected life represents the period of time (in years) for which the options granted are expected to be outstanding. The risk-free interest rate is based on the U.S. Treasury yield curve. Stock-based compensation expense includes an estimate for forfeitures and is recognized over the expected term of the award.

The fair value of the restricted stock ("RSU") and performance restricted stock ("PRSU") is the closing stock price on the NYSE of the Company's common stock on the date of grant or the closing stock price of the Company's common stock on the last business day prior to the grant date. Upon delivery, a portion of the RSU or PRSU award may be withheld to satisfy the statutory withholding taxes. The remaining RSU's or PRSU's will be settled in shares of the Company's common stock after the vesting period and on the prescribed delivery date. These RSUs and PRSU's have none of the rights of outstanding shares of common stock, other than rights to cash dividends, until common stock is distributed.

Shares issued under our share-based compensation plans are usually issued from shares of our common stock held in the treasury.

Compensation cost related to non-qualified stock options recognized in continuing operations (selling, distribution and administrative expenses) for 2022, 2021 and 2020 was $1.3 million, $1.1 million, and $1.8 million respectively. The related future income tax benefits recognized for 2022, 2021 and 2020 were $0.2 million, $0.3 million and $0.4 million, respectively.

Stock Options

The following table presents the weighted-average assumptions used to estimate the fair value of options granted in 2022, 2021 and 2020:

	2022		2021		2020
Expected annual dividend yield	2.0	%	1.4	%	2.0	%
Risk-free interest rate	1.85	%	0.75	%	1.38	%
Expected volatility	52.8	%	51.9	%	51.1	%
Expected life in years	5.0		5.0		5.2

The following table summarizes information concerning outstanding and exercisable options:

	Weighted Average
	2022				2021				2020
	Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price		Shares		Weighted Avg. Exercise Price
Outstanding at beginning of year	463,304		$	24.28	661,024		$	19.78	764,784		$	17.31
Granted	79,025		$	32.65	110,112		$	38.02	111,872		$	23.60
Exercised	(29,917)		$	22.87	(196,639)		$	15.37	(191,780)		$	11.68
Canceled or expired	(3,200)		$	26.61	(111,193)		$	26.87	(23,852)		$	23.71
Outstanding at end of year	509,212		$	25.65	463,304		$	24.28	661,024		$	19.78
Options exercisable at year end	297,889				223,158				302,283
Weighted average fair value per option granted during the year	$	13.07			$	18.50			$	9.12

The total intrinsic value of options exercised was $0.3 million in 2022, $4.5 million in 2021 and $3.9 million in 2020.

The following table summarizes information about options vested and exercisable or non-vested that are expected to vest (non-vested outstanding less expected forfeitures) at December 31, 2022:

Range of Exercise Prices					Options Outstanding and Exercisable	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value (in millions)
$	5.00	to	$	15.00	47,500	$	5.92	3.65	$	0.8
$	15.01	to	$	25.00	319,572	$	23.55	6.19	0.1
$	25.01	to	$	35.00	87,439	$	32.75	9.05	0.0
$	35.01	to	$	45.00	54,701	$	43.68	8.23	0.0
$	5.00	to	$	45.00	509,212	$	25.65	6.67	$	0.9

The aggregate intrinsic value in the tables above represents the total pretax intrinsic value (the difference between the closing stock price on the last day of trading in 2022 and the exercise price) that would have been received by the option holders had all options been exercised on December 31, 2022. This value will change based on the fair market value of the Company’s common stock.

The following table reflects the activity for all unvested stock options during 2022:

	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2022	240,146	$	12.80
Granted	79,025	$	13.07
Vested	(104,711)	$	11.26
Forfeited	(3,137)	$	26.26
Unvested at December 31, 2022	211,323	$	12.84

At December 31, 2022, there was approximately $1.1 million of unrecognized compensation costs related to unvested stock options, which is expected to be recognized over a weighted average period of 2.88 years. The total fair value of stock options vested during 2022, 2021 and 2020 was $1.3 million, $1.2 million and $2.5 million, respectively.

Restricted Stock and Restricted Stock Units

The following table reflects the activity for restricted stock awards, excluding the restricted stock issued to Directors (in millions, except shares data):

Year Granted	Shares Granted	Outstanding at December 31, 2022	Rights to Cash Dividend	Other Participation Rights	Performance Award	Compensation Expense
						Year Ended December 31,
						2022		2021		2020
2019	30,251	12,100	Yes	None	No	0.1		0.1		0.2
2019	149,412	0	Yes	None	Yes	0.3		0.1		1.2
2020	28,272	14,136	Yes	None	No	0.1		0.2		0.4
2020	43,330	4,087	Yes	None	Yes	0.1		0.1		0.6
2021	25,371	19,028	Yes	None	No	0.3		0.4		0.0
2021	32,874	9,795	Yes	None	Yes	0.2		0.3		0.0
2022	60,808	54,807	Yes	None	No	0.8		0.0		0.0
2022	32,875	23,360	Yes	None	Yes	0.6		0.0		0.0
					Total	$	2.5	$	1.2	$	2.4

Share-based compensation expense reported within continuing operations for restricted stock issued to Directors was $0.2 million in 2022, 2021 and 2020, respectively, and is recorded within selling, distribution and administrative expenses. A total of 5,996 shares were granted to Directors during 2022 and a total of 11,912 restricted stock units from the 2020 Omnibus Plan are outstanding to the Directors as of December 31, 2022.

At December 31, 2022, there was approximately $2.5 million of unrecognized compensation cost related to the unvested RSU's, which is expected to be recognized over a weighted average period of 2.88 years.

Total compensation expense related to RSU and performance RSU's reported within continuing operations was approximately $2.7 million, $1.4 million and $2.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is recorded within selling, distribution and administrative expenses.

The following table reflects the activity for all unvested restricted stock during 2022:

	Shares	Weighted Average Grant- Date Fair Value
Unvested at January 1, 2022	135,446	$	28.48
Granted	99,679	$	34.14
Vested	(84,483)	$	26.79
Forfeited	(1,417)	$	26.10
Unvested at December 31, 2022	149,225	$	33.24

Employee Stock Purchase Plan

The 2018 Employee Stock Purchase Plan - This plan was approved by the Company's stockholders in December 2018 and a reserve of 500,000 shares of common stock has been established under this plan. The Company adopted this plan, the terms of which allow for eligible employees (as defined in the 2018 Employee Stock Purchase Plan) to participate in the purchase, during each six month purchase period, up to a maximum of 10,000 shares of the Company's common stock at a purchase price equal to 85% of the closing price at either the start date or the end date of the stock purchase period, whichever is lower. Compensation expense recognized in selling, distribution and administrative expenses related to this plan totaled $0.5 million, $0.4 million and $0.3 million for the year ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, 297,753 shares remain reserved for issuance under this plan. Employees purchased 53,143 shares of common stock during fiscal year 2022 at an average price per share of $26.16. During fiscal year 2021, employees purchased 55,248 shares of common stock at an average per share price of $20.09 and during fiscal year 2020, employees purchased 49,627 shares of common stock at an average per share price of $16.85.