XML 89 R27.htm IDEA: XBRL DOCUMENT v3.20.1
SHARE-BASED COMPENSATION PLANS
12 Months Ended
Dec. 31, 2019
SHARE-BASED COMPENSATION PLANS  
SHARE-BASED COMPENSATION PLANS

19. SHARE-BASED COMPENSATION PLANS

At December 31, 2019, the Company had two share-based compensation plans: the 2014 Incentive Plan and the 2017 Incentive Plan (collectively, “the Plans”). Awards are no longer granted under the 2014 Incentive Plan; however, awards previously granted under such plan continue in accordance with their terms.  Options to purchase common stock were granted to officers and key employees at exercise prices not less than the fair market value of the Company’s common stock on the date of the grant, and the Company also grants restricted stock awards. The Company issues new common stock to satisfy stock option exercises as well as the issuance of restricted stock awards.

Stock options and restricted stock awards were granted in both 2019 and 2018. Stock options and restricted stock awards are valued at fair market value based on the Company’s closing stock price on the date of grant. Stock options granted in 2019 and 2018 vest ratably over five years and expire 10 years from the grant date. Restricted stock granted in 2019 and 2018 vests ratably over four years. As of December 31, 2019, there were approximately 882,000  shares remaining available for share-based awards under the 2017 Incentive Plan.

Stock option exercises can be net share settled such that the Company withholds shares with value equivalent to the exercise price of the stock option awards plus the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total shares withheld were approximately 11,000 and 204,000 in 2019 and 2018, respectively, and were based on the value of the stock on the exercise dates. The net share settlement has the effect of share repurchases by the Company as they reduce the number of shares that would have otherwise been issued. Total payments made by the Company for the employees’ tax obligations to the taxing authorities were $5,000 and $699,000 in 2019 and 2018, respectively, and are reflected as a financing activity within the consolidated statements of cash flows.

In accordance with ASC 718, share-based compensation expense was recognized in the 2019 and 2018 consolidated financial statements for stock options and restricted stock awards granted since 2014. An estimate of forfeitures, based on historical data, was included in the calculation of share-based compensation. The effect of applying the expense recognition provisions of ASC 718 decreased Earnings before Provision for Income Taxes by $1,452,000 in 2019, and by $1,513,000 in 2018.

At December 31, 2019, there was $1.7 million of total unrecognized compensation cost related to non-vested stock options granted in the years 2016 through 2019 which is expected to be recognized over the weighted-average remaining vesting period of 3.5 years. At December 31, 2019, there was also $1.7 million of total unrecognized compensation cost related to non-vested restricted stock awards granted in the years 2016 through 2019, which is expected to be recognized over the weighted-average remaining vesting period of 2.7 years.

The following weighted-average assumptions were used to determine compensation expense related to stock options in 2019 and 2018:

 

 

 

 

 

 

 

    

2019

    

2018

 

Risk-free interest rate

 

1.55

%  

2.80

%

Expected dividend yield

 

4.11

%  

2.47

%

Expected term

 

8.0

 

8.0

 

Expected volatility

 

24.0

%  

19.9

%

 

The risk-free interest rate is based on U.S. Treasury bonds with a remaining term equal to the expected term of the award. The expected dividend yield is based on the Company’s expected annual dividend as a percentage of the market value of the Company’s common stock in the year of grant. The expected term of the stock options is determined using historical experience. The expected volatility is based upon historical stock prices over the most recent period equal to the expected term of the award.

The following tables summarize stock option activity under the Company’s plans:

Stock Options

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 

 

 

2019

 

2018

 

 

 

 

 

Weighted Average

 

 

 

 

Weighted Average

Stock Options

    

Shares

    

Exercise Price

    

Shares

    

Exercise Price

Outstanding at beginning of year

 

 

1,173,620

 

$

27.96

 

 

1,502,493

 

$

26.57

Granted

 

 

192,650

 

 

23.45

 

 

129,200

 

 

37.22

Exercised

 

 

(18,795)

 

 

27.75

 

 

(429,047)

 

 

25.96

Forfeited or expired

 

 

(170,705)

 

 

28.56

 

 

(29,026)

 

 

26.67

Outstanding at end of year

 

 

1,176,770

 

$

27.14

 

 

1,173,620

 

$

27.96

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at end of year

 

 

703,030

 

$

26.71

 

 

692,007

 

$

26.92

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average fair market value of options granted

 

$

3.32

 

 

 

 

$

7.07

 

 

  

 

 

 

 

 

 

 

 

    

Weighted Average Remaining Contractual

    

 

 

 

 

Life (in Years)

 

Aggregate Intrinsic Value

Outstanding - December 31, 2019

 

4.7

 

$

808,000

Exercisable - December 31, 2019

 

2.4

 

$

171,000

 

The aggregate intrinsic value of outstanding and exercisable stock options is defined as the difference between the market value of the Company’s stock on December 31, 2019 of $26.45 and the exercise price multiplied by the number of in-the-money outstanding and exercisable stock options.

Non-vested Stock Options

 

 

 

 

 

 

 

 

 

 

    

 

    

Weighted Average

    

Weighted Average

 

 

Number of Options

 

Exercise Price

 

Fair Value

Non-vested - December 31, 2017

 

625,362

 

$

26.55

 

$

3.43

Granted

 

129,200

 

 

37.22

 

 

7.07

Vested

 

(243,798)

 

 

26.42

 

 

3.25

Forfeited

 

(29,151)

 

 

26.67

 

 

3.46

Non-vested - December 31, 2018

 

481,613

 

$

29.46

 

$

4.49

Granted

 

192,650

 

 

23.45

 

 

3.32

Vested

 

(193,838)

 

 

27.59

 

 

3.87

Forfeited

 

(6,685)

 

 

29.94

 

 

4.87

Non-vested - December 31, 2019

 

473,740

 

$

27.77

 

$

4.26

 

The following table summarizes information about outstanding and exercisable stock options at December 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Average

 

Weighted

 

 

 

Weighted

 

 

Number of

 

Remaining

 

Average

 

Number of

 

Average

 

 

Options

 

Contractual Life

 

Exercise

 

Options

 

Exercise

Range of Exercise Prices

    

Outstanding

    

(in Years)

    

Price

    

Exercisable

    

Price

$23.38 to $25.86

 

632,950

 

4.4

 

$

24.92

 

381,925

 

$

25.59

$27.04 to $37.22

 

543,820

 

5.0

 

$

29.72

 

321,105

 

$

28.05

 

 

1,176,770

 

4.7

 

$

27.14

 

703,030

 

$

26.71

 

The following table summarizes stock option activity for the years ended December 31:

 

 

 

 

 

 

 

 

    

2019

    

2018

 

 

(Dollars in thousands)

Total intrinsic value of stock options exercised

 

$

87

 

$

3,822

Net proceeds from stock option exercises

 

$

161

 

$

4,403

Income tax benefit from the exercise of stock options

 

$

23

 

$

994

Total fair value of stock options vested

 

$

750

 

$

793

 

Restricted Stock

The following table summarizes restricted stock award activity during the years ended December 31, 2018 and 2019:

 

 

 

 

 

 

 

    

Shares of Restricted

    

Weighted Average

 

 

Stock

 

Grant Date Fair Value

Non-vested -  December 31, 2017

 

66,050

 

$

26.79

Issued

 

25,319

 

 

37.22

Vested

 

(25,514)

 

 

27.49

Forfeited

 

(4,375)

 

 

26.60

Non-vested -  December 31, 2018

 

61,480

 

$

30.74

Issued

 

31,000

 

 

23.48

Vested

 

(23,745)

 

 

29.10

Forfeited

 

 —

 

 

 —

Non-vested -  December 31, 2019

 

68,735

 

$

28.04

 

At December 31, 2019, the Company expected 68,735 shares of restricted stock to vest over a weighted-average remaining contractual term of 2.7 years. These shares had an aggregate intrinsic value of $1.8 million at December 31, 2019. The aggregate intrinsic value was calculated using the market value of the Company’s stock on December 31, 2019 of $26.45 multiplied by the number of non-vested restricted shares outstanding. The income tax benefit from the vesting of restricted stock for the years ended December 31 was $152,000 in 2019 and $249,000 in 2018.