Annual report pursuant to Section 13 and 15(d)

Note 17 - Share-based Compensation

v3.19.2
Note 17 - Share-based Compensation
12 Months Ended
Jun. 30, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
(
17
)
Share-Bas
ed Compensation
 
Share-based compensation expense totaled
$0.1
million,
$1.0
million, and
$1.3
million in fiscal
2019,
2018
and
2017,
respectively. These amounts have been included in the consolidated statements of comprehensive income within selling, general and administrative expenses. During fiscal
2019,
2018,
and
2017,
we recognized related tax benefits associated with our share-based compensation arrangements totaling
$0.1
million,
$0.5
million, and
$0.5
million, respectively (before valuation allowances). Such amounts have been included in the consolidated statements of comprehensive income within income tax expense. There was
no
stock-based compensation capitalized as of
June 30, 2019
and
2018,
respectively.
 
At
June 30, 2019,
we had
1,586,906
shares of common stock available for future issuance pursuant to the Ethan Allen Interiors Inc. Stock Incentive Plan (the “Plan”). Under this Plan, the aggregate number of shares of common stock that
may
be issued through awards of any form is
6,487,867
shares. The Plan provides for the grant of non-compensatory stock options to eligible employees and non-employee directors. Stock options under the Plan are non-qualified under section
422
of the Internal Revenue Code and allow for the purchase of shares of our common stock. The Plan also provides for the issuance of stock appreciation rights (“SARs”) on issued options, however
no
SARs have been issued to date. The option awards are approved by the Compensation Committee of the Board of Directors after consideration of recommendations proposed by the Chief Executive Officer. Options are generally granted with an exercise price equal to the market price of our common stock at the date of grant, vest ratably over a specified service period, and have a contractual term of
10
years. Equity awards can also include performance vesting conditions. Company policy further requires an additional
one
year holding period beyond the service vest date for certain executives. Beginning
January 31, 2014,
grants to employees include both company performance and service vesting conditions (as further described below). Grants to independent directors have a
three
year service vesting condition. The following is a description of equity grants made under the Plan.
 
Stock Option Awards
 
A summary of stock option activity during the fiscal year ended
June 30, 2019
is presented below.
 
                   
Weighted
         
     
 
   
Weighted
   
Average
     
 
 
     
 
   
Average
   
Remaining
   
Aggregate
 
     
 
   
Exercise
   
Contractual
   
Intrinsic Value
 
   
Options
   
Price
   
Term (yrs)
   
($ in thousands)
 
Outstanding - June 30, 2018
   
561,595
    $
21.70
     
 
     
 
 
Granted
   
25,590
    $
23.45
     
 
     
 
 
Exercised
   
(52,250
)   $
15.73
     
 
     
 
 
Canceled (forfeited/expired)
   
(156,024
)   $
23.36
     
 
     
 
 
Outstanding - June 30, 2019
   
378,911
    $
21.95
     
4.4
    $
990
 
Exercisable - June 30, 2019
   
319,024
    $
21.04
     
3.7
    $
990
 
 
The aggregate intrinsic value of options exercised during fiscal
2019,
2018
and
2017
was
$0.3
million,
$0.1
million, and
$0.8
million, respectively.
 
As of
June 30, 2019,
$0.2
million of total unrecognized compensation expense related to non-vested stock options is expected to be recognized over a weighted average period of
1.5
years. A summary of the nonvested shares as of
June 30, 2019
and changes during the year then ended is presented below.
 
           
Weighted Average
 
   
Options
   
Exercise Price
 
Nonvested June 30, 2018
   
108,172
    $
27.74
 
Granted
   
25,590
    $
23.45
 
Vested
   
(63,436
)   $
27.16
 
Canceled (forfeited/expired)
   
(10,439
)   $
25.95
 
Nonvested at June 30, 2019
   
59,887
    $
26.84
 
 
 
We estimate, as of the date of grant, the fair value of stock options awarded using the Black-Scholes option pricing model. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e. expected volatility) and option exercise activity (i.e. expected life). Expected volatility is based on the historical volatility of our stock. The risk-free rate of return is based on the United States Treasury bill rate extrapolated to the term matching the expected life of the grant. The dividend yield is based on the annualized dividend rate at the grant date relative to the grant date stock price. The expected life of options granted, which represents the period of time that the options are expected to be outstanding, is based, primarily, on historical data.
 
There were
no
stock option awards granted to employees during each of the past
three
fiscal years. Non-employee (independent) directors were granted stock options each year and valued using the Black-Scholes option pricing model with the following weighted average assumptions:
 
   
2019
   
2018
   
2017
 
Volatility
   
31.3
%    
31.5
%    
36.8
%
Risk-free rate of return
   
2.80
%    
1.76
%    
1.03
%
Dividend yield
   
3.24
%    
2.47
%    
1.96
%
Expected average life (years)
   
5.0
     
4.6
     
5.0
 
Grant date fair value ($)
  $
5.30
    $
6.93
    $
8.30
 
Fair value as a % of exercise price
   
22.6
%    
22.5
%    
23.9
%
 
Stock Unit Awards
 
Under the Plan, the Compensation Committee of the Board of Directors was authorized to award common shares to certain employees based on the attainment of certain financial goals over a given performance period. The awards are offered at
no
cost to the employees. In the event of an employee's termination during the vesting period, the potential right to earn shares under this program is generally forfeited.
 
Payout of these grants depends on our financial performance (
80%
) and a market-based condition based on the total return our shareholders receive on their investment in our stock relative to returns earned through investments in other peer companies (
20%
). The performance award opportunity ranges from
50%
of the employee's target award if minimum performance requirements are met to a maximum of
125%
of the target award based on the attainment of certain financial and shareholder-return goals over a specific performance period, which is generally
three
fiscal years. The number of awards that will vest, as well as unearned and canceled awards, depend on the achievement of certain financial and shareholder-return goals over the
three
-year performance periods, and will be settled in shares if service conditions are met, requiring employees to remain employed with us through the end of the
three
-year performance periods. We account for stock unit awards as equity-based awards because upon vesting, they will be settled in common shares. We expense as compensation cost the fair value of the shares as of the grant date and amortize expense ratably over the total performance and time vest period, considering the probability that we will satisfy the performance goals.
 
The following table summarizes the performance-based stock units’ activity during fiscal
2019
at the maximum award amounts based upon the respective performance share agreements:
 
           
Weighted Average
 
           
Grant Date
 
   
Units
   
Fair Value
 
Outstanding at June 30, 2018
   
330,369
    $
26.15
 
Granted
   
105,644
    $
18.33
 
Vested
   
(7,654
)   $
26.79
 
Canceled (forfeited/expired)
   
(114,477
)   $
28.02
 
Outstanding at June 30, 2019
   
313,882
    $
22.82
 
 
We estimate, as of the date of grant, the fair value of Performance Units with a discounted cash flow model, using as model inputs the risk-free rate of return as the discount rate, dividend yield for dividends
not
paid during the restriction period, and a discount for lack of marketability for a
one
-year post-vest holding period. The lack of marketability discount used is the present value of a future put option using Monte-Carlo and Black-Scholes pricing models. The weighted average assumptions used for the fiscal years ended
June 30
are noted in the following table.
 
   
2019
   
2018
    2017  
Volatility
   
32.1
%    
32.9
%    
30.8
%
Risk-free rate of return
   
2.72
%    
1.41
%    
0.92
%
Dividend yield
   
3.24
%    
2.47
%    
1.97
%
Expected average life (years)
   
3.0
     
1.9
     
2.0
 
 
Share-based compensation expenses related to performance-based shares recognized in our consolidated statements of comprehensive income are presented in the following table for the fiscal years ended
June 30 (
in thousands).
 
   
2019
   
2018
   
2017
 
Fiscal 2016 grants
  $
5
    $
92
    $
794
 
Fiscal 2017 grants
   
-
     
(12
)    
12
 
Fiscal 2018 grants
   
(457
)    
457
     
-
 
Fiscal 2019 grants
   
321
     
-
     
-
 
Total expense
  $
(131
)   $
537
    $
806
 
 
As of
June 30, 2019,
we estimate
$0.7
million of total unrecognized compensation cost related to outstanding stock units granted under the Plan. That cost is expected to be recognized over a weighted average period of
2.0
years.
 
Restricted Stock Awards
 
There was
no
restricted stock award activity during fiscal
2019.
As of
June 30, 2019
or
2018,
there were
no
restricted stock awards outstanding, respectively.