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STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2019
STOCK-BASED COMPENSATION  
STOCK-BASED COMPENSATION

10. STOCK-BASED COMPENSATION

Employee Stock Purchase Plan

In July 2016, we commenced administration of the ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan, which was approved by shareholders in our May 25, 2016 annual shareholder meeting. The Board of Directors and shareholders approved a maximum of 0.2 million shares of common stock, which were reserved and made available for issuance under the ESPP. Under the ESPP, participants can purchase shares of our stock at a 15% discount. We issued six thousand, five thousand, and four thousand shares in the years ended December 31, 2019, 2018, and 2017, respectively.

The following table summarizes ESPP expense incurred under the 2016 Employee Stock Purchase Plan and included in our accompanying consolidated statements of operations:

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Years Ended December 31,

 

    

2019

    

2018

    

2017

Cost of sales

 

$

18

 

$

11

 

$

 6

Research and development

 

 

29

 

 

16

 

 

 1

Selling, general, and administrative

 

 

100

 

 

75

 

 

61

 

 

$

147

 

$

102

 

$

68

 

Stock Incentive Plan

All equity-based service awards are granted under the ANI Pharmaceuticals, Inc. Amended and Restated 2008 Stock Incentive Plan (the “2008 Plan”). As of December 31, 2019, 0.4 million shares of our common stock remained available for issuance under the 2008 Plan.

We measure the cost of equity-based service awards based on the grant-date fair value of the award. The cost is recognized ratably over the period during which an employee is required to provide service in exchange for the award or the requisite service period. We recognize stock-based compensation expense ratably over the vesting periods of the awards.

The following table summarizes stock-based compensation expense incurred under the 2008 Plan and included in our consolidated statements of operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

(in thousands)

    

2019

    

2018

    

2017

Cost of sales

 

$

101

 

$

87

 

$

86

Research and development

 

 

756

 

 

771

 

 

677

Selling, general, and administrative

 

 

8,213

 

 

5,822

 

 

5,259

 

 

$

9,070

 

$

6,680

 

$

6,022

 

We recognized income tax benefits of $1.4 million, $1.2 million, and $0.6 million for stock-based compensation-related tax deductions in our 2019, 2018, and 2017 consolidated statements of operations, respectively.

Stock Options

Outstanding stock options granted to employees and consultants generally vest over a period of four years and have 10‑year contractual terms. Outstanding stock options granted to non-employee directors generally vest over a period of one to four years and have 10‑year contractual terms. Upon exercise of an option, we issue new shares of our common stock or issue shares from treasury stock.

For 2019, 2018, and 2017, the fair value of each option grant was estimated using the Black-Scholes option-pricing model, using the following assumptions:

 

 

 

 

 

 

 

 

 

 

Years Ended December 31, 

 

    

2019

    

2018

    

2017

Expected option life (years)

 

5.50 - 6.25

 

5.48 - 6.25

 

5.33 - 7.00

Risk-free interest rate

 

1.91% - 2.58%

  

2.64% - 2.93%

 

1.93% - 2.33%

Expected stock price volatility

 

63.1% - 66.7%

  

55.1% - 60.6%

 

50.3% - 57.4%

Dividend yield

 

 —

 

 

 

We use the simplified method to estimate the life of options. The risk-free interest rate used is the yield on a U.S. Treasury note as of the grant date with a maturity equal to the estimated life of the option. We calculated an estimated volatility rate based on the closing prices of several competitors that manufacture similar products. We have not issued a cash dividend in the past nor do we have any current plans to do so in the future; therefore, an expected dividend yield of zero was used.

In 2017, we granted options to two consultants. We used the Black-Scholes option-pricing model to determine the fair value of the option grants and the valuation of the grants were marked to market through December 31, 2018. In June 2018, the FASB issued guidance simplifying the accounting for nonemployee stock-based compensation awards (Note 1). We adopted this guidance as of January 1, 2019, therefore the nonemployee awards are measured at fair value as of the adoption date, and no longer marked to market.

A summary of stock option activity under the 2008 Plan during the years ended December 31, 2019, 2018, and 2017 is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted

    

Weighted

    

 

 

 

 

 

 

 

 

 

Average

 

Average

 

 

 

 

 

 

 

Weighted

 

Grant-

 

Remaining

 

 

 

(in thousands, except per share and  

 

Option

 

Average

 

date

 

Term

 

Aggregate

remaining term data)

 

Shares

 

Exercise Price

 

Fair Value

 

(years)

 

Intrinsic Value

Outstanding December 31, 2016

 

578

 

$

39.28

 

 

 

 

8.2

 

$

12,928

Granted

 

207

 

 

51.66

 

$

27.04

 

 

 

 

 

Exercised

 

(13)

 

 

15.92

 

 

 

 

 

 

 

542

Forfeited

 

(5)

 

 

53.29

 

 

 

 

 

 

 

 

Expired

 

 —

 

 

 —

 

 

 

 

 

 

 

 

Outstanding December 31, 2017

 

767

 

$

42.93

 

 

 

 

7.8

 

$

16,785

Granted

 

156

 

 

57.60

 

$

31.76

 

 

 

 

 

Exercised

 

(142)

 

 

19.47

 

 

 

 

 

 

 

5,863

Forfeited

 

(18)

 

 

60.17

 

 

 

 

 

 

 

 

Expired

 

(4)

 

 

74.53

 

 

 

 

 

 

 

 

Outstanding at December 31, 2018

 

759

 

$

49.74

 

 

 

 

7.6

 

$

2,221

Granted

 

160

 

 

65.97

 

$

40.14

 

 

 

 

 

Exercised

 

(130)

 

 

41.99

 

 

 

 

 

 

 

3,335

Forfeited

 

(31)

 

 

56.66

 

 

 

 

 

 

 

 

Expired

 

(1)

 

 

54.36

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

757

 

$

54.21

 

 

 

 

7.2

 

$

6,761

Exercisable at December 31, 2019

 

366

 

$

50.47

 

 

 

 

6.2

 

$

4,469

 

As of December 31, 2019, there was $8.9 million of total unrecognized compensation cost related to non-vested stock options granted under the 2008 Plan. The cost is expected to be recognized over a weighted-average period of 2.5 years. During the year ended December 31, 2019, we received $5.5 million in cash from the exercise of stock options and recorded a $0.7 million tax benefit related to these exercises. During the year ended December 31, 2018, we received $2.8 million in cash from the exercise of stock options and recorded a $0.6 million tax benefit related to these exercises. During the year ended December 31, 2017, we received $0.2 million in cash from the exercise of stock options and recorded a $0.2 million tax benefit related to these exercises.

Restricted Stock Awards

Restricted stock awards (“RSAs”) granted to employees generally vest over a period of four years. RSAs granted to non-officer directors generally vest over a period of one year.

Shares of our common stock delivered to employees and directors will be unrestricted upon vesting. During the vesting period, the recipient of the restricted stock has full voting rights as a stockholder and would receive dividends, if declared, even though the restricted stock remains subject to transfer restrictions and will generally be forfeited upon termination of the officer prior to vesting. The fair value of each RSA is based on the market value of our stock on the date of grant.

A summary of RSA activity under the Plan during the years ended December 31, 2019, 2018, and 2017 is presented below:

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted

    

 

 

 

 

 

Average Grant

 

Weighted Average

(in thousands, except per share and

 

 

 

Date Fair

 

Remaining Term

remaining term data)

 

Shares

 

Value

 

(years)

Unvested at December 31, 2016

 

63

 

$

45.72

 

2.2

Granted

 

50

 

 

49.51

 

  

Vested

 

(28)

 

 

44.49

 

  

Forfeited

 

 —

 

 

 —

 

  

Unvested at December 31, 2017

 

85

 

$

48.34

 

2.6

Granted

 

65

 

 

58.11

 

  

Vested

 

(33)

 

 

47.34

 

  

Forfeited

 

 —

 

 

 —

 

  

Unvested at December 31, 2018

 

117

 

$

54.04

 

2.1

Granted

 

122

 

 

66.39

 

  

Vested

 

(42)

 

 

54.77

 

  

Forfeited

 

(5)

 

 

62.63

 

  

Unvested at December 31, 2019

 

192

 

$

61.46

 

2.6

 

As of December 31, 2019, there was $8.6 million of total unrecognized compensation cost related to non-vested RSAs granted under the Plan, which is expected to be recognized over a weighted-average period of 2.6 years.