Stock-Based Compensation Plans | (6) Stock-Based Compensation Plans. Participation in FRP Plans Prior to the Company’s spin-off from FRP Holdings, Inc. (FRP) in January 2015, the Company's directors, officers and key employees previously were eligible to participate in FRP's 2000 Stock Option Plan and the 2006 Stock Option Plan under which options for shares of common stock were granted to directors, officers and key employees. Post Spin-Off Patriot Incentive Stock Plan As part of the spin-off transaction, the Board of Directors of the Company adopted the Patriot Transportation Holding, Inc. Incentive Stock Plan (“Patriot Plan”) in January, 2015. In exchange for all outstanding FRP options held on January 30, 2015, existing Company directors, officers and key employees holding option grants in the FRP Stock Option Plan(s) were issued new grants in the Patriot and FRP Plans based upon the relative value of Patriot and FRP immediately following the completion of the spin-off with the same remaining terms. All related compensation expense has been allocated to the Company (rather than FRP) and included in corporate expenses. The number of common shares available for future issuance in the Patriot Plan was 163,400 at March 31, 2020. On January 30, 2020, the Company paid an extraordinary dividend of $3.00 per share to all shareholders of record. In accordance with Section 4.2 of the 2006 Stock Incentive Plan, Section 11 of the 2014 Equity Incentive Plan, and Section 409A of the Internal Revenue Code, the Company has adjusted the terms of all stock option grants outstanding and the stock appreciation rights as of the close of business on January 30, 2020. In December 2016, the Company approved and issued a long-term performance incentive to an officer in the form of stock appreciation rights. As adjusted for the extraordinary dividend the Company granted 132,286 stock appreciation rights. The adjusted market price of the grant was $16.82, and the executive will get a cash award at age 65 based upon the stock price at that date compared to the stock price at the date of grant but in no event will the award be less than $500,000. The Company plans to expense the fair value of the award over the 9.1 year vesting period to the officer’s attainment of age 65. The accrued liability under this plan as of March 31, 2020 and 2019 was $297,000 and $207,000, respectively. The Company recorded the following stock compensation expense in its consolidated statements of income (in thousands): Three Months ended Six months ended March 31, March 31, 2020 2019 2020 2019 Stock option grants $ 60 57 119 112 Annual director stock award 335 363 335 363 $ 395 420 454 475 A summary of Company stock options is presented below (in thousands, except share and per share amounts): Weighted Weighted Weighted Number Average Average Average of Exercise Remaining Grant Date Options Shares Price Term (yrs) Fair Value Outstanding at October 1, 2019 189,015 $ 21.49 6.3 $ 1,531 Term Adjustment 148,877 Granted 68,865 18.40 275 Forfeited (6,035 ) 23.99 (57 ) Outstanding at March 31, 2020 400,722 $ 14.96 7.1 $ 1,749 Exercisable at March 31, 2020 191,597 $ 16.09 5.3 $ 1,002 Vested during six months ended March 31, 2020 39,070 $ 204 There were no exercisable or outstanding in-the-money options based on the Company’s market closing price of $9.25 on March 31, 2020. The realized tax benefit from option exercises during the first six months of fiscal 2020 was $11,000 which pertained to FRP options exercised that were granted to persons employed by Patriot. The unrecognized compensation expense of Patriot options granted as of March 31, 2020 was $660,000, which is expected to be recognized over a weighted-average period of 3.5 years. |