Stock-Based Compensation | Note 10. Stock-Based Compensation Restricted Stock On February 23, 2009, the Company adopted a restricted stock plan that reserved 400,000 shares of common stock for issuance. Additionally, on March 1, 2016, the Company adopted the 2016 Incentive Compensation Plan which provides for grants of restricted stock, restricted stock units and performance shares, among other awards. Up to 275,000 shares of restricted stock, restricted stock units and performance shares may be granted in the aggregate under this plan. Following the adoption of the 2016 Incentive Compensation Plan, the Company ceased granting awards from the 2009 restricted stock plan, although awards remain outstanding thereunder. Grants of restricted stock are comprised of shares of the Company’s common stock subject to transfer restrictions, which vest in accordance with the terms and conditions established by the Compensation Committee. The Compensation Committee may set vesting requirements based on the achievement of specific performance goals or the passage of time. Restricted shares are subject to forfeiture if employment or service terminates prior to the vesting date or if any applicable performance goals are not met. The Company will assess, on an ongoing basis, the probability of whether the performance criteria will be achieved. The Company will recognize compensation expense over the performance period if it is deemed probable that the goals will be achieved. The fair value of the Company’s restricted stock is determined based upon the closing price of the Company’s common stock on the grant date, which is determined based upon the closing price of the Company’s common stock on the trading date immediately preceding the grant date. The plan provides for the adjustment of the number of shares covered by an outstanding grant and the maximum number of shares for which restricted stock may be granted in the event of a stock split, extraordinary dividend or distribution or similar recapitalization event. The shares of time-based restricted stock granted to employees vest on the third anniversary of their grant date if the recipient is still an employee of the Company on such date. The shares of restricted stock granted to non-employee directors will vest on the earlier of (a) the first anniversary of the date of grant or (b) the failure of such non-employee director to be re-elected at an annual meeting of the stockholders of the Company as a result of such non-employee director being excluded from the nominations for any reason other than cause. In connection with Michael L. Shor’s appointment as interim President and Chief Executive Officer of the Company during the third quarter of fiscal 2018, the Company granted Mr. Shor 5,000 shares of restricted stock. The restricted stock will vest upon the earlier to occur of the completion of Mr. Shor’s tenure as interim President and Chief Executive Officer or one year from the grant date. The following table summarizes the activity under the 2009 restricted stock plan and the 2016 Incentive Compensation Plan with respect to restricted stock for the nine months ended June 30, 2018: Weighted Average Fair Number of Value At Shares Grant Date Unvested at September 30, 2017 107,210 $ Granted 36,750 $ Forfeited / Canceled (30,417) $ Vested (26,875) $ Unvested at June 30, 2018 86,668 $ Expected to vest 74,705 $ Compensation expense related to restricted stock for the three months ended June 30, 2017 and 2018 was $130 and $220, respectively and for the nine months ended June 30, 2017 and 2018 was $997 and $787, respectively. The remaining unrecognized compensation expense related to restricted stock at June 30, 2018 was $1,170, to be recognized over a weighted average period of 0.85 years. During the first quarter of fiscal 2018, the Company repurchased 6,937 shares of stock from employees at an average purchase price of $32.23 to satisfy required withholding taxes upon vesting of restricted stock-based compensation. Deferred Restricted Stock On November 20, 2017, the Company adopted a deferred compensation plan that allows directors and officers the option to defer receipt of cash and stock compensation. On November 21, 2017, the Company granted shares of restricted stock out of the 2016 Incentive Compensation Plan in which elections were made by certain individuals to defer receipt to a future period. Those shares will vest in accordance with the parameters of the 2016 Incentive Compensation Plan, however, receipt of the shares and any corresponding dividends are deferred until the end of the deferral period. In the event the deferred shares are forfeited prior to the vesting date, deferred dividends pertaining to those shares are also forfeited. During the deferral period, the participants who elected to defer shares will not have voting rights with respect to those shares. The following table summarizes the activity under the 2016 Incentive Compensation Plan with respect to deferred restricted stock for the nine months ended June 30, 2018. Weighted Average Fair Number of Value At Shares Grant Date Unvested at September 30, 2017 — $ — Granted 16,550 $ Unvested at June 30, 2018 16,550 $ Expected to vest 16,550 $ Compensation expense related to deferred restricted stock for the three months ended June 30, 2017 and 2018 was $0 and $131, respectively and for the nine months ended June 30, 2017 and 2018 was $0 and $307, respectively. The remaining unrecognized compensation expense related to restricted stock at June 30, 2018 was $219, to be recognized over a weighted average period of 0.42 years. Performance Shares On November 22, 2016 and November 21, 2017, the Company granted a target of 19,000 and 24,800, respectively, performance share awards to certain key employees. The number of performance shares that will ultimately be earned, as well as the number of shares that will be distributed in settling those earned performance shares, if any, will not be determined until the end of the performance period. Performance shares earned will depend on the calculated total shareholder return of the Company at the end of the three-year period ending September 30, 2019 and September 30, 2020, respectively, as compared to the total shareholder return of the Company’s peer group, as defined by the Compensation Committee for this purpose. During the third quarter of fiscal 2017, a target amount of 11,910 performance share awards were forfeited. The fair value of the performance shares granted on November 22, 2016 and November 21, 2017 is $60.09 and $38.43, per share, respectively, which is estimated as of the date of the grant using a Monte Carlo simulation model. Compensation expense related to the performance shares for the three months ended June 30, 2017 and 2018 was $101 and $116, respectively, and for the nine months ended June 30, 2017 and 2018 was $235 and $430, respectively. The remaining unrecognized compensation expense related to performance shares at June 30, 2018 was $820, to be recognized over a weighted average period of 1.71 years. Stock Options The Company’s 2016 Incentive Compensation Plan and its two previous stock option plans authorize, or formerly authorized, the granting of non-qualified stock options to certain key employees and non-employee directors for the purchase of a maximum of 1,925,000 shares of the Company’s common stock. The first option plan was adopted in August 2004 and provided for the grant of options to purchase up to 1,000,000 shares of the Company’s common stock. In January 2007, the Company’s Board of Directors adopted a second option plan that provides for the grant of options to purchase up to 500,000 shares of the Company’s common stock. On March 1, 2016, the Company adopted the 2016 Incentive Compensation Plan which provides for grants of up to 425,000 stock options and stock appreciation rights. Following the adoption of the 2016 Incentive Compensation Plan, the Company ceased granting awards from its two previous stock option plans, although awards remain outstanding thereunder. Each plan provides for the adjustment of the maximum number of shares for which options may be granted in the event of a stock split, extraordinary dividend or distribution or similar recapitalization event. Unless the Compensation Committee determines otherwise, options are exercisable for a period of ten years from the date of grant and vest 33 1 / 3 % per year over three years from the grant date. In connection with Michael L. Shor’s appointment as interim President and Chief Executive Officer of the Company during the third quarter of fiscal 2018, the Company granted Mr. Shor an option to purchase 15,000 shares of the Company’s common stock. The option will vest upon the earlier to occur of the completion of Mr. Shor’s tenure as interim President and Chief Executive Officer or one year from the grant date. The amount of compensation cost recognized in the financial statements is measured based upon the grant date fair value. The fair value of option grants is estimated as of the date of the grant . The Company has elected to use the Black-Scholes option pricing model, which incorporates various assumptions including volatility, expected life, risk-free interest rates and dividend yields. The volatility is based on historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the stock option granted. The Company uses historical volatility because management believes such volatility is representative of prospective trends. The expected term of an award is based on historical exercise data. The risk-free interest rate assumption is based upon observed interest rates appropriate for the expected term of the awards. The dividend yield assumption is based on the Company’s history and expectations regarding dividend payouts at the time of the grant. The following assumptions were used for grants during fiscal years 2017 and 2018: Fair Dividend Risk-free Expected Expected Grant Date Value Yield Interest Rate Volatility Life June 1, 2018 $ % % 41 % 5 years November 21, 2017 $ 9.74 2.77 % 2.06 % 42 % 5 years November 22, 2016 $ 11.50 2.15 % 1.79 % 37 % 5 years The stock-based employee compensation expense for stock options for the three months ended June 30, 2017 and 2018 was $105 and $135, respectively, and for the nine months ended June 30, 2017 and 2018 was $329 and $396, respectively. The remaining unrecognized compensation expense at June 30, 2018 was $760, to be recognized over a weighted average vesting period of 0.94 years. The following table summarizes the activity under the stock option plans and the 2016 Incentive Compensation Plan with respect to stock options for the nine months ended June 30, 2018 and provides information regarding outstanding stock options: Weighted Aggregate Weighted Average Intrinsic Average Remaining Number of Value Exercise Contractual Shares (000s) Prices Life Outstanding at September 30, 2017 425,326 $ 44.93 Granted 72,550 $ 34.00 Exercised — $ Canceled (90,467) $ 45.79 Outstanding at June 30, 2018 407,409 $ 450 $ 43.72 yrs. Vested or expected to vest 339,282 $ 440 $ 42.66 yrs. Exercisable at June 30, 2018 316,776 $ 263 $ 44.51 yrs. |