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Stockholders' Equity
3 Months Ended
Mar. 31, 2019
Stockholders Equity Note [Abstract]  
Stockholders' Equity

14. Stockholders’ Equity

 

Common Stock

Effective October 1, 2018, the Company amended its Articles of Incorporation to increase the number of authorized shares of Altra common stock from 90.0 million shares to 120.0 million shares.  As of March 31, 2019 and 2018, there were 64.3 million shares and 29.1 million of common stock issued and outstanding, respectively.

Preferred Stock

On December 20, 2006, the Company amended and restated its certificate of incorporation authorizing 10.0 million shares of undesignated Preferred Stock (“Preferred Stock”). The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences, and rights, and qualifications, limitations and restrictions as determined by the Company’s Board of Directors. There was no Preferred Stock issued or outstanding at March 31, 2019 and December 31, 2018.

Restricted Common Stock

The 2014 Plan provides for various forms of stock based compensation to our directors, executive personnel and other key employees and consultants. Under the 2014 Plan, the remaining total number of shares of common stock available for delivery pursuant to the grant of awards (“Awards”) was 1.7 million as of March 31, 2019.

The restricted shares and restricted stock units issued pursuant to the 2014 Plan generally vest ratably over a period ranging from immediately to five years from the date of grant, provided, that the vesting of the restricted shares or restricted stock units may accelerate upon the occurrence of certain events. Common stock awarded under the 2014 Plan is generally subject to restrictions on transfer, repurchase rights, and other limitations and rights as set forth in the applicable award agreements. The fair value of the shares repurchased are measured based on the share price on the date of grant.

The 2014 Plan permits the Company to grant, among other things, restricted stock, restricted stock units, and performance share awards to key employees. Certain awards include vesting based upon achievement of specified market conditions. Compensation expense recorded (in selling, general and administrative expense) during the quarter ended March 31, 2019 and 2018 was $3.5 million and $1.3 million, respectively. The Company recognizes stock-based compensation expense on a straight-line basis for the shares vesting ratably under the plan and uses the graded-vesting method of recognizing stock-based compensation expense for the performance share awards based on the probability of the specific performance metrics being achieved over the requisite service period.

The following tables sets forth the activity of the Company’s restricted stock grants and stock options to date:

 

 

 

Shares

 

 

Weighted-

average

fair

value

 

Shares unvested January 1, 2019

 

 

823.6

 

 

$

36.69

 

Shares granted

 

 

394.9

 

 

 

31.12

 

Shares for which restrictions lapsed

 

 

(195.0

)

 

 

30.32

 

Shares unvested March 31, 2019

 

 

1,023.5

 

 

$

35.69

 

 

 

 

Shares

 

 

Weighted-

average

fair

value

 

Options unvested January 1, 2019

 

 

 

 

$

 

Options granted

 

 

271.7

 

 

 

30.65

 

Options exercised

 

 

 

 

 

 

Options outstanding March 31, 2019

 

 

271.7

 

 

$

30.65

 

 

Total remaining unrecognized compensation cost is approximately $30.8 million as of March 31, 2019, and will be recognized over a weighted average remaining period of three years. The intrinsic value of these awards, as of March 31, 2019, was $31.9 million. Grant date fair value is based on the quoted price of the stock on the date of grant.

Automation & Specialty Awards

 

In October 2018, the Company issued 536,030 shares of restricted stock to certain Automation and Specialty employees as a result of the acquisition and in accordance with the terms of the Employee Matters Agreement, dated March 7, 2018, among Altra, Fortive and Stevens Holding. The aggregate fair value of these awards totaled $21 million. Based upon the vesting provisions of these awards, $3.1 million of the fair value was attributed to preacquisition services of the A&S employees and was recognized as purchase price consideration. The remaining compensation will be recognized over the remaining service period.

Share Repurchase Program

On October 19, 2016, our board of directors approved a share repurchase program authorizing the buyback of up to $30.0 million of the Company's common stock through December 31, 2019. The Company expects to purchase shares on the open market, through block trades, in privately negotiated transactions, in compliance with SEC Rule 10b-18 (including through Rule 10b5-1 plans), or in any other appropriate manner. The timing of the shares repurchased will be at the discretion of management and will depend on a number of factors, including price, market conditions and regulatory requirements. Shares acquired through the repurchase program will be retired. The Company retains the right to limit, terminate or extend the share repurchase program at any time without prior notice. The Company expects to fund any further repurchases of its common stock through a combination of cash on hand and cash generated by operations.

The Company did not repurchase any shares during the quarters ended March 31, 2019 and 2018.