XML 23 R13.htm IDEA: XBRL DOCUMENT v3.19.1
Stockholder's Equity
3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Stockholder's Equity
Stockholder’s Equity
Equity Based Awards
The 2018 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors. The total number of shares of the Company's common stock originally reserved were 2,210,544 shares of our common stock and a total of 2,047,244 shares are currently available for issuance. A variety of discretionary awards for employees, officers, directors, and consultants are authorized under the 2018 Incentive Plan, including incentive or non-qualified stock options and restricted stock, restricted stock units and performance-based awards. All awards must be evidenced by a written award certificate which will include the provisions specified by the Compensation Committee of the Board of Directors. The Compensation Committee determines the exercise price for stock options, which cannot be less than the fair market value of the Company’s common stock as of the date of grant.
Almost Family had Stock and Incentive Compensation Plans that provided for stock awards of the Company's common stock to employees, non-employee directors, or independent contractors. Almost Family issued restricted shares and/or option awards to employees and non-employee directors. Under the change of control provisions of the Almost Family plans, all outstanding restricted stock, performance restricted stock, and options became non-forfeitable in conjunction with the Merger.
Share Based Compensation
Nonvested Stock
During the three months ended March 31, 2019, the Company granted 10,800 and 3,600 nonvested shares of common stock to independent directors and members of the Transitional Advisory Council, respectively under the Second Amended and Restated 2005 Non-Employee Directors Compensation Plan. The shares vest 100% on the one year anniversary date. During the three months ended March 31, 2019, one new director was granted 3,500 nonvested shares of common stock under the Second Amended and Restated 2005 Non-Employee Directors Compensation Plan, which shares vest 33% at the grant date, then 33% on each of the first two anniversaries of the grant date.
During the three months ended March 31, 2019, employees were granted 128,930 nonvested shares of common stock pursuant to the 2018 Incentive Plan. The shares vest over a period of five years, conditioned on continued employment. The fair value of nonvested shares of common stock is determined based on the closing trading price of the Company’s common stock on the grant date. The weighted average grant date fair value of nonvested shares of common stock granted during the three months ended March 31, 2019 was $67.16.
The following table represents the share grants activity for the three months ended March 31, 2019: 
 
Restricted stock
 
Options
 
Number of
shares
 
Weighted
average grant
date fair value
 
Number of shares
 
Weighted
average grant
date fair value
Share grants outstanding as of December 31, 2018
574,285

 
$
49.68

 
161,807

 
$
38.08

Granted
146,830

 
$
108.93

 

 
$

Vested or exercised
(174,562
)
 
$
42.29

 
(44,387
)
 
$
34.87

Share grants outstanding as of March 31, 2019
546,553

 
$
67.16

 
117,420

 
$
39.73


As of March 31, 2019, there was $29.6 million of total unrecognized compensation cost related to nonvested shares of common stock granted. That cost is expected to be recognized over the weighted average period of 3.39 years. The Company records compensation expense related to nonvested stock awards at the grant date for shares of common stock that are awarded fully vested, and over the vesting term on a straight line basis for shares of common stock that vest over time. The Company estimates forfeitures at the time of grant and revises the estimate in subsequent periods if actual forfeitures differ. The Company recorded $1.8 million and $1.6 million of compensation expense related to nonvested stock grants for each of the three months ended March 31, 2019 and 2018, respectively.
Employee Stock Purchase Plan
In 2006, the Company adopted the Employee Stock Purchase Plan whereby eligible employees may purchase the Company’s common stock at 95% of the market price on the last day of the calendar quarter. There were 250,000 shares of common stock initially reserved for the plan. In 2013, the Company adopted the Amended and Restated Employee Stock Purchase Plan, which reserved an additional 250,000 shares of common stock to the plan.
The table below details the shares of common stock issued during 2019: 
 
Number of
shares
 
Per share
price
Shares available as of December 31, 2018
152,344

 
 
Shares issued during the three months ended March 31, 2019
5,357

 
$
89.19

Shares available as of March 31, 2019
146,987

 
 

Treasury Stock
In conjunction with the vesting of the nonvested shares of common stock or the exercise of stock options, recipients incur personal income tax obligations. The Company allows the recipients to turn in shares of common stock to satisfy minimum tax obligations. During the three months ended March 31, 2019, the Company redeemed 59,967 shares of common stock valued at $6.6 million, related to share vesting tax obligations. In addition, the Company redeemed 24,044 shares of common stock valued at $0.9 million, related to the exercise of options. Such shares are held as treasury stock and are available for reissuance by the Company.
Additionally, shares were submitted by employees in lieu of exercise price that would have otherwise been due on exercise of stock options, which shares are held in treasury stock and are available for reissuance by the Company.