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Note 6 - Share-based Compensation
3 Months Ended
Mar. 31, 2018
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
NOTE
6
– Share-Based Compensation
:
 
In
2003,
the stockholders of the Company approved the
2003
Incentive Stock and Awards Plan (the
“2003
Plan”), authorizing the granting of incentive stock options, non-qualified stock options, stock appreciation rights (“SARS”), restricted stock, performance shares and other stock based compensation. This plan expired in
May
of
2013,
at which time, the stockholders of the Company approved the
2013
Incentive Stock and Awards Plan (the
“2013
Plan”), authorizing the granting of incentive stock options, non-qualified stock options, SARS, restricted stock, performance shares and other stock based compensation. A total of
5,000,000
shares of common stock (subject to adjustment for expirations and cancellations of options outstanding from the
2003
Plan subsequent to its termination) have been reserved for issuance under the
2013
Plan. All options and SARS under both plans have been or will be granted with exercise prices at least equal to the fair market value of the shares on the date of grant. At
March 31, 2018,
the Company had
3,507,469
shares of common stock available for grant of share-based compensation under the
2013
Plan.
 
Share-based compensation is recorded in selling and administrative expense in the consolidated statements of comprehensive income. The following table details the share-based compensation expense by type of award and the total related tax benefit for the periods presented:
 
   
Three Months Ended March 31,
 
   
(In thousands)
 
   
2018
   
2017
 
Stock options and SARS
  $
823
    $
665
 
Restricted stock
   
124
     
134
 
Performance shares
   
105
     
43
 
Total share-based compensation expense
  $
1,052
    $
842
 
                 
Related income tax benefit
  $
111
    $
334
 
 
Stock options and SARS
 
The Company grants stock options and stock settled SARS to employees that allow them to purchase shares of the Company’s common stock. Options are also granted to outside members of the Board of Directors of the Company. The Company determines the fair value of stock options and SARS at the date of grant using the Black-Scholes valuation model.
 
All options and SARS vest immediately at the date of grant. Awards generally expire
five
years after the date of grant with the exception of options granted to outside directors, which expire
ten
years after the date of grant. The Company issues new shares upon the exercise of stock options and SARS.
 
A summary of stock option transactions during the
three
months ended
March 31, 2018
follows:
 
   
No. of
   
Weighted Average
 
   
Shares
   
Exercise Price
 
Outstanding December 31, 2017
   
633,877
    $
13.33
 
Granted
   
87,385
     
23.59
 
Exercised
   
(38,908
)    
10.35
 
Lapsed
   
-
     
-
 
Cancelled
   
(700
)    
18.68
 
Outstanding March 31, 2018
   
681,654
    $
14.81
 
 
At
March 31, 2018,
options outstanding, all of which were fully vested and exercisable, had an aggregate intrinsic value of
$7.8
million. The weighted-average remaining contractual term was
40
months.
 
Options exercised during the
three
-month periods ended
March 31, 2018
and
2017
had intrinsic values of
$0.6
million and
$0.6
million, respectively.
 
The weighted average fair values of the Company’s
87,385
and
90,012
options granted during the
three
-month periods ended
March 31, 2018
and
2017
was
$6.06
and
$4.83,
respectively.
 
During the
three
-month periods ended
March 31, 2018
and
2017,
respectively, the Company received
$0.3
million and
$0.1
million in cash from stock option exercises. Additionally, during the
three
-month period ended
March 31, 2018
and
2017,
respectively, the Company received
5,863
and
16,500
shares of its common stock as payment of the exercise price in the exercise of stock options for
20,234
and
41,544
shares. The tax benefit recognized for these exercises during the
three
-month periods ended
March 31, 2018
and
2017
was
$0.1
million and
$0.1
million, respectively.
 
The following table summarizes information about stock options outstanding as of
March 31, 2018:
 
               
Weighted Average
         
Range of
   
 
   
Remaining
   
Weighted Average
 
Exercise Price
 
Shares
   
Contractual Life (Years)
   
Exercise Price
 
$ 3.82
-
$ 5.88
   
102,800
     
2.93
    $
5.26
 
$ 7.36
-
$10.38
   
128,367
     
2.04
    $
7.88
 
$16.35
-
$18.66
   
316,017
     
3.40
    $
17.28
 
$21.63
-
$23.59
   
134,470
     
4.66
    $
22.90
 
                             
$3.82
-
$23.59
   
681,654
     
3.32
    $
14.81
 
 
A summary of stock-settled SARS transactions during the
three
months ended
March 31, 2018
follows:
 
   
No. of
   
Weighted Average
 
   
Shares
   
Exercise Price
 
Outstanding December 31, 2017
   
146,504
    $
17.38
 
Granted
   
48,515
     
23.59
 
Exercised
   
(12,125
)    
17.92
 
Lapsed
   
-
     
-
 
Cancelled
   
-
     
-
 
Outstanding March 31, 2018
   
182,894
    $
18.99
 
 
At
March 31, 2018,
SARS outstanding, all of which were fully vested and exercisable, had an aggregate intrinsic value of
$1.3
million. The weighted-average remaining contractual term was
40
months.
 
The weighted average fair values of the Company’s
48,515
and
43,988
SARS granted during each of the
three
-month periods ended
March 31, 2018
and
2017
was
$6.06
and
$4.83,
respectively.
 
There were
12,125
and
59,364
SARS exercised during the
three
-month periods ended
March 31, 2018
and
2017,
respectively. SARS exercised during the
three
-month periods ended
March 31, 2018
and
2017
had intrinsic values of
$0.1
million and
$0.7
million, respectively. The tax benefit recognized for these exercises during each of the
three
-month periods ended
March 31, 2018
and
2017
was
$0.1
million and
$0.2
million, respectively.
 
The following table summarizes information about SARS outstanding as of
March 31, 2018:
 
               
Weighted Average
         
Range of
   
 
   
Remaining
   
Weighted Average
 
Exercise Price
 
Shares
   
Contractual Life (Years)
   
Exercise Price
 
$16.35
-
$18.66
   
134,379
     
2.83
    $
17.33
 
$23.59
-
$23.59
   
48,515
     
4.83
    $
23.59
 
                             
$16.35
-
$23.59
   
182,894
     
3.36
    $
18.99
 
 
Options and SARS have never been repriced by the Company in any year.
 
The following table summarizes significant assumptions utilized to determine the fair value of options and SARS.
 
Three months ended
               
March 31,
 
SARS
   
Options
 
                 
Exercise price
               
2018
  $
23.59
    $
23.59
 
2017
  $
16.97
    $
16.97
 
                 
Market price
               
2018
  $
23.59
    $
23.59
 
2017
  $
16.97
    $
16.97
 
                 
Risk free interest rate
1
               
2018
   
2.6
%    
2.6
%
2017
   
1.9
%    
1.9
%
                 
Expected award life (years)
2
               
2018
   
3
     
3
 
2017
   
5
     
5
 
                 
Expected volatility
3
               
2018
   
38.1
%    
38.1
%
2017
   
36.6
%    
36.6
%
                 
Expected dividend yield
4
               
2018
   
1.6
%    
1.6
%
2017
   
2.1
%    
2.1
%
 
1
The risk-free interest rate is based on the yield of a U.S. treasury bond with a similar maturity as the expected life of the awards.
2
The expected life in years for awards granted was based on the historical exercise patterns experienced by the Company when the award is made.
3
The determination of expected stock price volatility for awards granted in each of the periods ending
March 31, 2018
and
2017
was based on historical Superior common stock prices over a period commensurate with the expected life.
4
The dividend yield assumption is based on the history and expectation of the Company’s dividend payouts.
 
Restricted Stock
 
The Company has granted restricted stock to directors and certain employees under the terms of the
2013
Plan which vest at a specified future date, generally after
three
years, or when certain conditions are met. The shares are subject to accelerated vesting under certain circumstances as outlined in the
2013
Plan. Expense for each of these grants is based on the fair value at the date of the grant and is being recognized on a straight-line basis over the respective service period. As of
March 31, 2018,
the Company had
$1.2
million of unrecognized compensation cost related to nonvested grants expected to be recognized over the weighted average service period of
2.08
years.
 
A summary of restricted stock transactions during the
three
months ended
March 31, 2018
follows:
 
           
Weighted Average
 
   
No. of
   
Grant Date
 
   
Shares
   
Fair Value
 
Outstanding December 31, 2017
   
61,378
    $
17.89
 
Granted
   
24,908
     
23.56
 
Vested
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding March 31, 2018
   
86,286
    $
19.52
 
 
Performance Shares
 
In the quarter ended
March 31, 2018,
the Compensation Committee of the Board of Directors approved grants of performance shares under the terms of the
2013
Plan. Under the terms of the grants, certain employees received service-based or service-based and performance-based shares. The service-based awards vest after the service period is met, which is generally
three
to
five
years. Expense for these grants is based on the fair value on the date of the grant and is being recognized on a straight-line basis over the respective service period. The performance-based shares generally vest after
five
years if the performance and service targets are met. The Company evaluates the performance conditions associated with these grants each reporting period to determine the expected number of shares to be issued. Based upon this evaluation, expected expenses for these grants are based on the fair value on the date of the grant are being recognized on a straight-line basis over the respective service period. The shares are subject to accelerated vesting under certain circumstances as outlined in the
2013
Plan. As of
March 31, 2018,
the Company had
$1.5
million of unrecognized compensation cost related to nonvested grants expected to be recognized over the weighted average service period of
3.00
years.
 
A summary of performance share transactions during the
three
months ended
March 31, 2018
follows:
 
           
Weighted Average
 
   
No. of
   
Grant Date
 
   
Shares
   
Fair Value
 
Outstanding December 31, 2017
   
118,492
    $
17.24
 
Granted
   
2,778
     
26.99
 
Vested
   
-
     
-
 
Forfeited
   
-
     
-
 
Outstanding March 31, 2018
   
121,270
    $
17.46