Stock Based Compensation | 11. Stock Based Compensation—The Company accounts for stock-based awards to employees and directors in accordance with FASB ASC 718, “ Share-Based Payment The below tables illustrate the Company’s stock based compensation, unamortized stock-based compensation, and remaining weighted average period for the three months ended March 31, 2016 and 2015. Stock-Based Unamortized Remaining March 31, 2016 Incentive Stock Options $ 89 $ 746 1.7 Restricted Stock 326 1,462 1.4 Performance Based Restricted Stock 33 441 1.3 Performance Based Options 8 263 1.7 Total $ 456 $ 2,912 March 31, 2015 Incentive Stock Options $ 115 $ 1,336 2.7 Restricted Stock 1,172 4,010 1.3 Performance Based Restricted Stock 98 917 1.9 Performance Based Options 42 499 2.8 Total $ 1,427 $ 6,762 Stock Options—During the three months ended March 31, 2016, the Company did not grant any employees options to acquire shares of common stock. Option activity within each plan is as follows: Incentive Weighted Average Exercisable Balance outstanding, December 31, 2015 626,845 $ 9.25 $ 7.73 Options exercised (25,500 ) 7.50 Options forfeited (9,813 ) 11.49 Balance outstanding, March 31, 2016 591,532 $ 9.29 $ 7.84 Information relating to stock options at March 31, 2016 summarized by exercise price is as follows: Outstanding Weighted Average Exercisable Weighted Exercise Price Per Share Shares Remaining Exercise Shares Exercise Incentive Stock Option Plan: $7.50 331,750 56 $ 7.5 331,750 $ 7.50 $11.32—$14.49 259,782 101 $ 11.57 25,507 $ 12.28 591,532 $ 9.29 357,257 $ 7.84 The weighted average exercise prices for options granted, and exercisable and the weighted average remaining contractual life for options outstanding as of March 31, 2016 were as follows: Number Weighted Weighted Intrinsic As of March 31, 2016: Incentive Stock Option Plans: Outstanding 591,532 $ 9.29 76 $ 3,841 Expected to Vest 582,606 $ 9.25 76 $ 3,803 Exercisable 357,257 $ 7.84 57 $ 2,836 During the three months ended March 31, 2016 and 2015, the Company recognized stock-based compensation related to stock options of $89 and $115, respectively. As of March 31, 2016 and 2015, the Company had approximately $746 and $1,336, respectively, of unamortized stock-based compensation related to unvested stock options outstanding. This amount will be recognized over the weighted-average period of 1.7 and 2.7 years. This projected expense will change if any stock options are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures. Restricted Shares — Three Months Ended Three Months Ended Number Weighted Number Weighted Nonvested shares at January 1 st 362,841 $ 20.43 560,842 $ 21.44 Granted — — 30,000 11.42 Vested (127,274 ) 31.29 (192,266 ) 20.47 Forfeited (16,008 ) 23.67 (422 ) 14.92 Nonvested shares at March 31 st 219,559 $ 14.59 398,154 $ 21.17 Restricted Shares — During the three months ended March 31, 2016, the Company issued a total of 119,402 shares of restricted common stock to employees. The issued shares are subject to stockholder approval at which point the shares will be fair valued. The shares will cliff vest after three years of service. The fair value will be determined by using the publicly traded share price as of the date of grant. The Company will recognize as expense the value of restricted shares over the required service period from grant date. These shares have been excluded from the table above. During the three months ended March 31, 2015, the Company granted a total of 30,000 shares of common stock. Of these, 7,500 shares vested after 90 days from the date of grant and the balance will cliff vest after three years of services. The shares granted in 2015 were average fair valued at $11.42 per share. The fair value was determined by using the publicly traded share price as of the date of grant. The Company is recognizing as expense the value of restricted shares over the required service period. During the three months ended March 31, 2016 and 2015, the Company recognized stock-based compensation related to restricted shares of $326 and $1,172, respectively. As of March 31, 2016 and 2015, the Company had approximately $1,462 and $4,010, respectively, of unamortized stock-based compensation related to unvested restricted shares. This amount will be recognized over the weighted-average period of 1.4 and 1.3 years. This projected expense will change if any restricted shares are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures. Performance Based Shares—A summary of non-vested performance based shares as of and for the three months ended March 31, 2016 and 2015 is presented below: Three Months Ended Three Months Ended Number Weighted Number Weighted Nonvested shares at January 1 st 104,403 $ 17.05 103,907 $ 17.77 Granted — — 7,500 10.96 Forfeited (9,395 ) 17.65 — — Nonvested shares at March 31 st 95,008 $ 16.99 111,407 $ 17.31 Performance Based Shares — During the three months ended March 31, 2016, the Company issued a total of 52,170 performance based shares to employees. The issued shares are subject to stockholder approval at which point the shares will be fair valued. The fair value will be determined by using the publicly traded share price as of the date of grant. The Company will recognize as expense the value of the performance based shares over the required service period from grant date. The shares will cliff vest on January 6, 2019 with a measurement period commencing January 1, 2016 and ending December 31, 2018. Eighty percent of these performance based shares are based upon the financial performance of the Company, specifically, an earnings before income tax (“EBIT”) goal weighted at 50% and a net sales goal weighted at 30%. The remaining 20% of performance based shares are based upon AVD stock price appreciation over the same performance measurement period. The EBIT and net sales goals measure the relative growth of the Company’s EBIT and net sales for the performance measurement period, as compared to the median growth of EBIT and net sales for an identified peer group. The stockholder return goal measures the relative growth of the fair market value of the Company’s stock price over the performance measurement period, as compared to that of the Russell 2000 Index and the median fair market value of the common stock of the comparator companies, identified in the Company’s 2015 Proxy Statement. All parts of these awards vest in three years, but are subject to reduction to a minimum (or even zero) for meeting less than the targeted performance and to increase to a maximum of 200% for meeting in excess of the targeted performance. These shares have been excluded from the table above. During the three months ended March 31, 2015, the Company granted a total of 7,500 performance based shares that will cliff vest on January 5, 2018. Eighty percent of these performance based shares are based upon the financial performance of the Company, specifically, an earnings before income tax (“EBIT”) goal weighted at 50% and a net sales goal weighted at 30%. The remaining 20% of performance based shares are based upon AVD stock price appreciation over the same performance measurement period. The EBIT and net sales goals measure the relative growth of the Company’s EBIT and net sales for the performance measurement period, as compared to the median growth of EBIT and net sales for an identified peer group. The stockholder return goal measures the relative growth of the fair market value of the Company’s stock price over the performance measurement period, as compared to that of the Russell 2000 Index and the median fair market value of the common stock of the comparator companies, identified in the Company’s 2014 Proxy Statement. All parts of these awards vest in three years, but are subject to reduction to a minimum (or even zero) for meeting less than the targeted performance and to increase to a maximum of 200% for meeting in excess of the targeted performance. As of March 31, 2015, performance based shares related to net income and net sales have an average fair value of $11.42 per share. The fair value was determined by using the publicly traded share price as of the date of grant. The performance based shares related to the Company’s stock price have an average fair value of $9.13 per share. The fair value was determined by using the Monte Carlo valuation method. For awards with performance conditions, the Company recognizes share-based compensation cost on a straight-line basis for each performance criteria over the implied service period. During the three months ended March 31, 2016 and 2015, the Company recognized stock-based compensation related to performance based shares of $33 and $98, respectively. As of March 31, 2016 and 2015, the Company had approximately $441 and $917, respectively, of unamortized stock-based compensation expense related to unvested performance based shares. This amount will be recognized over the weighted-average period of 1.3 and 1.9 years. This projected expense will change if any performance based shares are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures. Performance Incentive Stock Options—During the three months ended March 31, 2016 and 2015, the Company did not grant any employees performance incentive stock options to acquire shares of common stock. Performance option activity is as follows: Incentive Weighted Average Exercisable Balance outstanding, December 31, 2015 98,410 $ 11.49 $ — Options forfeited (8,946 ) 11.49 — Balance outstanding, March 31, 2016 89,464 $ 11.49 $ — Information relating to stock options at March 31, 2016 summarized by exercise price is as follows: Outstanding Weighted Average Exercisable Weighted Exercise Price Per Share Shares Remaining Exercise Shares Exercise Performance Incentive Stock Option Plan: $11.49 89,464 21 $ 11.49 — $ — 89,464 $ 11.49 — $ — The weighted average exercise prices for options granted and exercisable and the weighted average remaining contractual life for options outstanding as of March 31, 2016 are as follows: Number Weighted Weighted Intrinsic As of March 31, 2016: Incentive Stock Option Plans: Outstanding 89,464 $ 11.49 21 $ 384 Expected to Vest 53,603 $ 11.49 21 $ 230 Exercisable — $ — — $ — During the three months ended March 31, 2016 and 2015 the Company recognized stock-based compensation related to performance stock options of $8 and $42, respectively. As of March 31, 2016 and 2015, the Company had approximately $263 and $499, respectively, of unamortized stock-based compensation expenses related to unvested performance incentive stock options outstanding. This amount will be recognized over the weighted-average period of 1.7 and 2.8 years. This projected expense will change if any performance incentive stock options are granted or cancelled prior to the respective reporting periods or if there are any changes required to be made for estimated forfeitures. |