Earnings Per Share and Stock Plans | Earnings per Share and Stock Plans Earnings per Share The Company calculates earnings per share in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share exclude any dilutive effects of options, warrants, and convertible securities. Diluted earnings per share include any dilutive effects of stock options, unvested restricted stock units, unvested performance shares, and unvested restricted stock. Stock options and performance shares with respect to 128,000 and 340,000 common shares were not included in the computation of diluted earnings per share for fiscal 2019 and 2018 , respectively, because they were antidilutive. For the years ended March 31, 2019 and 2018, an additional 153,000 and 127,000 , respectively, in contingently issuable shares were not included in the computation of diluted earnings per share because a performance condition had not yet been met. The following table sets forth the computation of basic and diluted earnings per share (share data presented in thousands): Year Ended March 31, Numerator for basic and diluted earnings per share: 2019 2018 2017 Net income $ 42,577 $ 22,065 $ 8,984 Denominators: Weighted-average common stock outstanding— denominator for basic EPS 23,276 22,841 20,591 Effect of dilutive employee stock options, RSU's and performance shares 384 494 297 Adjusted weighted-average common stock outstanding and assumed conversions— denominator for diluted EPS 23,660 23,335 20,888 The weighted-average common stock outstanding shown above is net of unallocated ESOP shares (see Note 14). During fiscal 2018, the Company adopted ASU No. 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" (ASU No. 2016-09). Among other modifications to accounting for stock based compensation, this ASU requires that assumed proceeds from excess tax benefits and deficiencies are no longer included in the calculation of weighted-average diluted common stock outstanding and are recorded as income tax expense or benefit in the statement of operations. Refer to Note 17 for the impact the adoption had on the Company's financial statements. During fiscal 2017, the Company entered into an agreement to sell in aggregate 2,273,000 shares of Common Shares to the following purchasers: Adage Capital Management, LP; Heights Capital Management, Inc.; and UBS O'Connor LLC. The sale of the shares closed on January 30, 2017 at a price per Common Share of $22.00 , generating gross proceeds of approximately $50,000,000 . The purchase agreement for the shares requires the Company to file an initial registration statement registering the common shares issued to the purchasers for resale. The filing of the registration statement was completed and declared effective on April 28, 2017. Stock Plans The Company records stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation,” applying the modified prospective method. This Statement requires all equity-based payments to employees, including grants of employee stock options, to be recognized in the statement of earnings based on the grant date fair value of the award. Under the modified prospective method, the Company is required to record equity-based compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards outstanding as of the date of adoption. Prior to the adoptions of the 2010 Long Term Incentive Plan, the Company maintained several different stock plans, specifically: 1995 Incentive Stock Option Plan, Non-Qualified Stock Option Plan, Restricted Stock Plan and 2006 Long Term Incentive Plan, collectively referred to as the “Prior Stock Plans.” The specifics of each of these plans are discussed below. Stock based compensation expense was $6,198,000 , $5,586,000 , and $5,914,000 for fiscal 2019 , 2018 , and 2017 , respectively. Stock compensation expense is included in cost of products sold, selling, and general and administrative expenses depending on the nature of the service of the employee receiving the award. The Company recognizes expense for all share–based awards over the service period, which is the shorter of the period until the employees’ retirement eligibility dates or the service period for the award, for awards expected to vest. Accordingly, expense is generally reduced for estimated forfeitures. ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company recognized compensation expense for stock option awards and unvested restricted share awards that vest based on time or market parameters straight-line over the requisite service period for vesting of the award. Long Term Incentive Plan On July 18, 2016, the shareholders of the Company approved the 2016 Long Term Incentive Plan (“LTIP” or the "Plan") which replaced the 2010 Long Term Incentive Plan. The Company grants share based compensation to eligible participants under the 2016 LTIP. The total number of shares of common stock with respect to which awards may be granted under the plan is 2,000,000 including shares not previously authorized for issuance under any of the prior stock plans and any shares not issued or subject to outstanding awards under the prior stock plans. As of March 31, 2019 , 526,213 shares remain for future grants. The LTIP was designed as an omnibus plan and awards may consist of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, or stock bonuses. Under the Plan, the granting of awards to employees may take the form of options, restricted shares, and performance shares. The Compensation Committee of our Board of Directors determines the number of shares, the term, the frequency and date, the type, the exercise periods, any performance criteria pursuant to which awards may be granted, and the restriction and other terms and conditions of each grant in accordance with terms of the Plan. In connection with the acquisition of Magnetek, the Company agreed to continue the 2014 Stock Incentive Plan of Magnetek, Inc. (the "Magnetek Stock Plan"). In doing so, the Company has available under the Magnetek Stock Plan 164,461 of the Company's shares which can be granted to certain employees as stock based compensation. Stock Option Plans Existing prior to the adoption of the LTIP, the Company maintained two stock option plans, a Non-Qualified Stock Option Plan ("Non-Qualified Plan") and an Incentive Stock Option Plan ("Incentive Plan"). Effective with adoption of the LTIP no new grants can be made from the Non-Qualified Plan or the Incentive Stock Plan. Options outstanding under the Non-Qualified Plan or the Incentive Stock Plan generally become exercisable over a four -year period at a rate of 25% per year commencing one year from the date of grant and have an exercise price of not less than 100% of the fair market value of the common stock on the date of grant. Options granted under the Non-Qualified Plan or the Incentive Stock Plan are exercisable not earlier than one year and not later than ten years from the date such option was granted. A summary of option transactions during each of the three fiscal years in the period ended March 31, 2019 is as follows: Shares Weighted- average Exercise Price per share Weighted- average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at April 1, 2016 718,801 20.13 6.64 $ 465 Granted 398,945 17.00 Exercised (27,848 ) 15.76 Cancelled (26,004 ) 19.06 Outstanding at March 31, 2017 1,063,894 19.10 6.98 $ 6,477 Granted 227,783 24.33 Exercised (363,091 ) 17.43 Cancelled (6,136 ) 19.83 Outstanding at March 31, 2018 922,450 21.04 7.56 $ 13,654 Granted 133,743 38.70 Exercised (187,907 ) 22.09 Cancelled (33,509 ) 23.94 Outstanding at March 31, 2019 834,777 23.52 7.04 $ 9,602 Exercisable at March 31, 2019 342,921 $ 20.71 5.74 $ 4,686 The Company calculated intrinsic value for those options that had an exercise price lower than the market price of our common shares as of March 31, 2019 . The aggregate intrinsic value of outstanding options as of March 31, 2019 is calculated as the difference between the exercise price of the underlying options and the market price of our common shares for the 706,752 options that were in-the-money at that date. The aggregate intrinsic value of exercisable options as of March 31, 2019 is calculated as the difference between the exercise price of the underlying options and the market price of our common shares for the 341,420 exercisable options that were in-the-money at that date. The Company's closing stock price was $34.35 as of March 31, 2019 . The total intrinsic value of stock options exercised was $3,577,000 , $5,851,000 , and $252,000 during fiscal 2019 , 2018 , and 2017 , respectively. The grant date fair value of options that vested was $7.36 , $7.42 , and $8.56 during fiscal 2019 , 2018 , and 2017 , respectively. As of March 31, 2019 , $2,727,000 of unrecognized compensation cost related to non-vested stock options is expected to be recognized over a weighted-average period of approximately 2.5 years. Exercise prices for options outstanding as of March 31, 2019 , ranged from $13.27 to $38.70 . The following table provides certain information with respect to stock options outstanding at March 31, 2019 : Stock Options Outstanding Weighted-average Exercise Price Weighted-average Remaining Contractual Life Range of Exercise Prices $10.01 to 20.00 317,938 $ 15.56 5.88 $20.01 to 30.00 388,814 25.02 7.33 $30.01 to $40.00 128,025 38.70 9.04 834,777 $ 23.52 7.04 The following table provides certain information with respect to stock options exercisable at March 31, 2019 : Range of Exercise Prices Stock Options Exercisable Weighted- average Exercise Price per share $10.01 to $20.00 172,842 $ 15.90 $20.01 to $30.00 168,578 25.47 $30.01 to $40.00 1,501 38.70 342,921 $ 20.71 The fair value of stock options granted was estimated on the date of grant using a Black-Scholes option pricing model. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. The weighted-average grant date fair value of the options was $13.56 , $7.66 , and $5.59 for options granted during fiscal 2019 , 2018 , and 2017 , respectively. The following table provides the weighted-average assumptions used to value stock options granted during fiscal 2019 , 2018 , and 2017 : Year Ended March 31, 2019 Year Ended March 31, 2018 Year Ended March 31, 2017 Assumptions: Risk-free interest rate 2.64 % 1.42 % 1.07 % Dividend yield 0.52 % 0.66 % 0.98 % Volatility factor 0.352 0.343 0.379 Expected life 5.5 years 5.5 years 5.5 years To determine expected volatility, the Company uses historical volatility based on daily closing prices of its Common Stock over periods that correlate with the expected terms of the options granted. The risk-free rate is based on the United States Treasury yield curve at the time of grant for the appropriate term of the options granted. Expected dividends are based on the Company's history and expectation of dividend payouts. The expected term of stock options is based on vesting schedules, expected exercise patterns and contractual terms. Restricted Stock Units The Company granted restricted stock units under the LTIP during fiscal 2019 , 2018 , and 2017 to employees as well as to the Company’s non-executive directors as part of their annual compensation. Restricted stock units for employees vest ratably based on service one-quarter after each of years one, two, three, and four. A summary of the restricted stock unit awards granted under the Company’s LTIP plan as of March 31, 2019 is as follows: Shares Weighted-average Grant Date Fair Value per share Unvested at April 1, 2016 371,502 $ 20.26 Granted 171,407 18.06 Vested (162,502 ) 19.93 Forfeited (10,151 ) 22.81 Unvested at March 31, 2017 370,256 $ 19.32 Granted 136,935 29.38 Vested (157,448 ) 20.39 Forfeited (12,954 ) 17.99 Unvested at March 31, 2018 336,789 $ 22.62 Granted 116,942 37.90 Vested (211,932 ) 22.66 Forfeited (11,602 ) 25.18 Unvested at March 31, 2019 230,197 $ 30.22 Total unrecognized compensation cost related to unvested restricted stock units as of March 31, 2019 is $4,564,000 and is expected to be recognized over a weighted average period of 2.6 years. The fair value of restricted stock units that vested during the year ended March 31, 2019 and 2018 was $4,802,000 and $3,210,000 , respectively. Performance Shares The Company granted performance shares under the LTIP during fiscal 2019 , 2018 , and 2017 . Performance based shares are recognized as compensation expense based upon their grant date fair value and to the extent it is probable that the performance conditions will be met. This expense is recognized ratably over the three year period that these shares are restricted. Fiscal 2017 performance shares granted vest pursuant to a performance condition based upon the Company’s Consolidated Net Sales. During fiscal 2019, the Company determined that the fiscal year 2017 performance shares would not vest due to the performance condition not being met. Fiscal 2018 performance shares granted vest pursuant to a performance condition based upon the Company’s Consolidated Net Sales. During fiscal 2019, the Company determined that the fiscal year 2018 performance shares were earned based on the performance condition being met. Fiscal 2019 performance shares granted vest pursuant to a performance condition based upon the Company’s Consolidated EBITDA margin for the twelve months ended March 31, 2020. At this time we believe it is probable that the March 31, 2020 performance condition will be met. A summary of the performance shares transactions during each of the three fiscal years in the period ended March 31, 2019 is as follows: Shares Weighted-average Grant Date Fair Value per share Unvested at April 1, 2016 101,653 $ 26.15 Granted 77,349 15.69 Vested (25,148 ) 26.79 Forfeited (35,001 ) 27.12 Unvested at March 31, 2017 118,853 $ 18.92 Granted 49,221 25.28 Forfeited (41,504 ) 24.94 Unvested at March 31, 2018 126,570 $ 19.42 Granted 34,695 36.43 Forfeited (7,879 ) 22.40 Unvested at March 31, 2019 153,386 $ 23.11 The Company had $2,051,000 in unrecognized compensation costs related to the unvested performance share awards as of March 31, 2019 as the performance criteria is not expected to be met. Directors Stock During fiscal 2019 , 2018 , and 2017 , a total of 10,031 , 16,667 , and 27,960 shares of stock, respectively, were granted under the LTIP to the Company’s non-executive directors as part of their annual compensation. The weighted average fair value grant price of those shares was $41.88 , $25.80 , and $15.74 for fiscal 2019 , 2018 , and 2017 , respectively. The expense related to the shares for fiscal 2019 , 2018 , and 2017 was $430,000 for each of the three years. Shareholder Rights Plan On March 29, 2018 the Company announced that its Board of Directors had amended the Company's Shareholder Rights Plan, which accelerated the expiration of the Company's preferred share purchase rights to March 31, 2018. Prior to its expiration, preferred share purchase right holders could exercise their rights if a person or group acquired 20% or more of the Company’s common shares or announced a tender offer for 20% or more of the common shares. Dividends On March 26, 2019 the Company's Board of Directors approved payment of a quarterly dividend of $0.06 per common share, representing an annual dividend rate of $0.24 per share. The dividend was paid on May 13, 2019 to shareholders of record on May 3, 2019 and totaled approximately $1,405,000 . Stock Repurchase Plan On March 26, 2019, the Board of Directors approved a new stock repurchase program authorizing the repurchase of up to $20 million of the Company's common stock. No repurchases were made during the year ended March 31, 2019. |