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STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2017
STOCK-BASED COMPENSATION  
STOCK-BASED COMPENSATION

NOTE 12 – STOCK-BASED COMPENSATION

 

On February 27, 2017, the Company and Hennessy’s common stockholders approved the 2017 Omnibus Incentive Plan (the Plan), whereby the Company may grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and performance awards. Under the Plan, the Company is authorized to issue up to 4.5 million shares of common stock. All awards granted were authorized under the Plan.

 

Stock Options

 

The following table summarizes stock option grants under the Plan during the nine months ended September 30, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grantee Type

    

# of
Options
Granted

    

Issued and
Outstanding

    

Vesting
Period

    

Weighted
Average
Exercise
Price

    

Weighted Average
Grant Date
Fair Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Director Group

 

150,000

 

150,000

 

5 years

 

$

9.98

 

$

654,000

Employee Group

 

1,305,500

 

1,296,500

 

5 years

 

$

9.99

 

$

5,652,740

Total

 

 

 

1,446,500

 

 

 

 

 

 

 

 

 

 

NOTE 12 – STOCK-BASED COMPENSATION – (Continued)

 

The Company’s calculations of the fair value of stock options granted during the nine months ended September 30, 2017 were made using the Black-Scholes option-pricing model. The fair value of the Company’s stock option grants was estimated utilizing the following assumptions for the nine months ended September 30, 2017:

 

 

 

 

Weighted average expected life

    

6.5 years

Risk-free interest rate

 

1.95% to 2.09%

Expected volatility

 

40.4% to 40.6%

Expected dividend yield

 

0.00%

 

Since the Company does not have a sufficient history of exercise behavior, expected term is calculated using the assumption that the options will be exercised ratably from the date of vesting to the end of the contractual term for each vesting tranche of awards. Risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected term of the stock option. Expected volatility is calculated using an index of publicly traded peer companies.

 

Restricted Stock Units

 

Restricted stock units are nontransferable until vested and the holders are entitled to receive dividends with respect to the non-vested units. Prior to vesting, the grantees of restricted stock units are not entitled to vote the shares. Restricted stock unit awards vest in equal annual increments over the vesting period.

 

The following table summarizes restricted stock unit grants under the Plan during the nine months ended September 30, 2017:

 

 

 

 

 

 

 

 

 

Grantee Type

    

# of
Restricted Stock
Units Granted

    

Vesting
Period

    

Grant Date
Fair Value

 

 

 

 

 

 

 

 

Employee Group

 

876,123

 

5 years

 

$

8,340,691

 

All stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized on a straight-line basis as expense over the employees’ requisite service period. Forfeitures will be recorded as a cumulative adjustment to stock-based compensation expense in the period forfeitures are incurred.

 

Stock Options

 

A summary of option activity under the Plan as of September 30, 2017 and changes during the nine months then ended are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Shares

    

Weighted
Average
Exercise
Price

    

Weighted
Average
Remaining
Contractual
Terms
(Years)

    

Aggregate
Intrinsic
Value (in
thousands)

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of January 1, 2017

 

 —

 

$

 —

 

 —

 

$

 —

Granted

 

1,455,500

 

 

9.99

 

10.0

 

 

 —

Exercised

 

 —

 

 

 —

 

 —

 

 

 —

Forfeited or expired

 

(9,000)

 

 

9.98

 

 —

 

 

20

Outstanding as of September 30, 2017

 

1,446,500

 

 

9.99

 

9.4

 

 

4,425

 

 

 

 

 

 

 

 

 

 

 

Exercisable as of September 30, 2017

 

 —

 

$

 —

 

 —

 

$

 —

 

NOTE 12 – STOCK-BASED COMPENSATION – (Continued)

 

Restricted Stock Units

 

A summary of restricted stock unit awards activity under the Plan as of September 30, 2017 and changes during the nine months then ended are as follows:

 

 

 

 

 

 

 

 

    

Units

    

Weighted
Average Grant
Date Fair
Value
(Per Unit)

 

 

 

 

 

 

Outstanding as of January 1, 2017

 

 —

 

$

 —

Granted

 

876,123

 

 

9.52

Vested

 

 —

 

 

 —

Forfeited

 

(155,334)

 

 

9.66

Outstanding as of September 30, 2017

 

720,789

 

$

9.49

 

 

 

Aggregate stock-based compensation charges were $0.7 million and $1.2 million during the three and nine months ended September 30, 2017 and included as a component of salaries, wages and employee benefits on the accompanying consolidated statements of operations. As of September 30, 2017, there was $5.6 million of unrecognized stock-based compensation expense related to stock options which will be recognized over a weighted average period of 4.4 years.