Note 10 - Stock Incentives | 3 Months Ended |
Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 10 — Stock Incentives |
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In April 2014, the Orchids Paper Products Company 2014 Stock Incentive Plan (the “2014 Plan”) was approved. The 2014 Plan replaced the Orchids Paper Products Company 2005 Stock Incentive Plan (the “2005 Plan”) and provides for the granting of stock options and other stock based awards to employees and board members selected by the Board’s Compensation Committee. A total of 400,000 shares may be issued pursuant to the 2014 Plan. As of March 31, 2015, there were 355,000 shares available for issuance under the 2014 Plan. |
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Stock Options with Time-Based Vesting Conditions |
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There were no options with time-based vesting conditions granted during the three months ended March 31, 2015 and 2014, respectively. |
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Stock Options with Market-Based Vesting Conditions |
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During the first three months of 2014, the Board of Directors granted options to purchase 140,000 shares of the Company’s common stock to certain members of management. These options will become exercisable in four equal tranches, if at all, if and when the share price of the common stock closes at a certain percentage of the purchase price of the option for three consecutive business days, in accordance with the following vesting schedule: |
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| | Share price | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | required to | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | achieve vesting | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tranche 1 | | $ | 34.788 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tranche 2 | | $ | 42.35 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tranche 3 | | $ | 51.425 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Tranche 4 | | $ | 60.5 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Any unvested portion of the options shall expire five years from the date of grant and the options shall terminate ten years after the date of grant. As these options include a market condition, the grant date fair value and implicit service period of these option grants were estimated using a Monte Carlo option valuation model. The following table details the options granted to certain members of management that were valued using the Monte Carlo valuation model and the assumptions used in the valuation model for those grants during the three months ended March 31, 2014. No options were granted during the three months ended March 31, 2015 for which the grant date fair value was determined using the Monte Carlo option valuation model. |
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Grant | | Number | | | Exercise | | | Grant Date | | | Risk-Free | | | Estimated Volatility | | | Dividend | | | Expected | | | Derived Service Period (years) | |
Date | of Shares | Price | Fair Value | Interest Rate | Yield | Life (years) |
January 14 - Tranche 1 | | | 10,000 | | | $ | 31.125 | | | $ | 5.64 | | | | 1.98 | % | | | 31 | % | | | 4.5 | % | | | 5.15 | | | | 0.31 | |
January 14 - Tranche 2 | | | 10,000 | | | $ | 31.125 | | | $ | 5.46 | | | | 1.98 | % | | | 31 | % | | | 4.5 | % | | | 5.58 | | | | 1.15 | |
January 14 - Tranche 3 | | | 10,000 | | | $ | 31.125 | | | $ | 5.03 | | | | 1.98 | % | | | 31 | % | | | 4.5 | % | | | 5.97 | | | | 1.94 | |
January 14 - Tranche 4 | | | 10,000 | | | $ | 31.125 | | | $ | 4.27 | | | | 1.98 | % | | | 31 | % | | | 4.5 | % | | | 6.25 | | | | 2.5 | |
February 14 - Tranche 1 | | | 25,000 | | | $ | 30.88 | | | $ | 5.51 | | | | 1.98 | % | | | 31 | % | | | 4.6 | % | | | 5.17 | | | | 0.35 | |
February 14 - Tranche 2 | | | 25,000 | | | $ | 30.88 | | | $ | 5.35 | | | | 1.98 | % | | | 31 | % | | | 4.6 | % | | | 5.6 | | | | 1.19 | |
February 14 - Tranche 3 | | | 25,000 | | | $ | 30.88 | | | $ | 4.88 | | | | 1.98 | % | | | 31 | % | | | 4.6 | % | | | 5.99 | | | | 1.98 | |
February 14 - Tranche 4 | | | 25,000 | | | $ | 30.88 | | | $ | 4.15 | | | | 1.98 | % | | | 31 | % | | | 4.6 | % | | | 6.27 | | | | 2.54 | |
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The Company expenses the cost of these options granted over the implicit, or derived, service period of the option based on the grant-date fair value of the award. |
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Total Option Expense |
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The Company recognized the following expenses related to all options granted during the three-month periods ended March 31, 2015 and 2014: |
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| | Three Months Ended March 31, | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | | | | | | | | | | | | | | | | | |
Time-Based Vesting Options | | $ | 1,000 | | | $ | 4,000 | | | | | | | | | | | | | | | | | | | | | | | | | |
Market-Based Vesting Options | | | 254,000 | | | | 147,000 | | | | | | | | | | | | | | | | | | | | | | | | | |
Total compensation expense related to stock options | | $ | 255,000 | | | $ | 151,000 | | | | | | | | | | | | | | | | | | | | | | | | | |
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Future Expected Market-Based Stock Option Expense |
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The grant of options that vest based on a market condition has had and will continue to have a material impact on the Company’s results of operations. Based on the derived service periods of the options, the Company expects to expense the compensation cost related to these options as shown in the following table. However, if the market condition is achieved for any tranche of these options prior to the end of the derived service period, all remaining expense related to that tranche would be recognized in the period in which the market condition is achieved. |
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| | 2015 | | | 2015 | | | 2016 | | | | | | | | | |
| | Q1 | | | Q2 | | | Q3 | | | Q4 | | | Total | | | Total | | | | | | | | | |
| | (in thousands) | | | | | | | | | |
Tranche 1 | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | | | | | | |
Tranche 2 | | | 134 | | | | 104 | | | | 1 | | | | 1 | | | | 240 | | | | - | | | | | | | | | |
Tranche 3 | | | 73 | | | | 72 | | | | 72 | | | | 72 | | | | 289 | | | | 59 | | | | | | | | | |
Tranche 4 | | | 47 | | | | 48 | | | | 47 | | | | 47 | | | | 189 | | | | 136 | | | | | | | | | |
Total expense | | $ | 254 | | | $ | 224 | | | $ | 120 | | | $ | 120 | | | $ | 718 | | | $ | 195 | | | | | | | | | |
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Restricted Stock |
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During the three months ended March 31, 2013, the Company granted 16,000 shares of restricted stock to certain employees under the 2005 Plan. These awards were valued at the arithmetic mean of the high and low market price of the Company’s stock on the grant date, which was $21.695 per share, and vest ratably over a three year period beginning on the first anniversary of the grant date. The first third of unforfeited shares, or 2,666 shares, vested in February 2014. The second third of unforfeited shares, or 2,333 shares, vested in February 2015. The Company expenses the cost of restricted stock granted over the vesting period of the shares based on the grant-date fair value of the award. The Company recognized expense of $13,000 and $14,000 for the three-month periods ended March 31, 2015 and 2014, respectively, related to shares of restricted stock granted. |