Annual report pursuant to Section 13 and 15(d)

Note 12 - Stock-based Compensation

v3.19.3
Note 12 - Stock-based Compensation
12 Months Ended
Sep. 28, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
Note
12—Stock
-Based Compensation
 
On
February 4, 2015,
our shareholders re-approved the Delta Apparel, Inc.
2010
Stock Plan (
"2010
Stock Plan") that was originally approved by our shareholders on
November 11, 2010.
The re-approval of the
2010
Stock Plan, including the material terms of the performance goals included in the
2010
Stock Plan, enabled us to continue to grant equity incentive compensation awards that are structured in a manner intended to qualify as tax deductible, performance-based compensation under Section
162
(m) of the Internal Revenue Code of
1986,
as applicable.  The New Tax Legislation changed several conclusions under Section
162
(m), including that there will
no
longer be a performance-based compensation exemption, and the Chief Financial Officer position is now included in the applicable calculation along with the next
three
highest-paid officers.  This reform impacted taxes related to fiscal years
2019
and
2018.
 
Since
November 2010,
no
additional awards have been or will be granted under either the Delta Apparel Stock Option Plan ("Option Plan") or the Delta Apparel Incentive Stock Award Plan ("Award Plan"); instead, all stock awards have been granted under the
2010
Stock Plan.
 
We account for these plans pursuant to ASC
718.
  Shares are generally issued from treasury stock upon exercise of the options or the vesting of the restricted stock units and performance units.  See Note
2—Significant
Accounting Policies (r) Stock-Based Compensation for further detail.
 
Compensation expense is recorded on the selling, general and administrative expense line item in our Consolidated Statements of Operations over the vesting periods.  Total employee stock-based compensation expense for fiscal years
2019
and
2018
was
$2.1
million and
$2.6
million, respectively. Associated with the compensation cost are income tax benefits recognized of
$0.1
million for both fiscal years
2019
and
2018.
 
2010
Stock Plan
 
Under the
2010
Stock Plan, the Compensation Committee of our Board of Directors has the authority to determine the employees and directors to whom awards
may
be granted and the size and type of each award and manner in which such awards will vest.  The awards available consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock and cash awards. The aggregate number of shares of common stock that
may
be delivered under the
2010
Stock Plan is
500,000
plus any shares of common stock subject to outstanding awards under the Option Plan or Award Plan that are subsequently forfeited or terminated for any reason before being exercised.  The
2010
Stock Plan limits the number of shares that
may
be covered by awards to any participant in a given calendar year and also limits the aggregate awards of restricted stock, restricted stock units and performance stock granted in any given calendar year.  If a participant dies or becomes disabled (as defined in the
2010
Stock Plan) while employed by or serving as a director, all unvested awards become fully vested.  The Compensation Committee is authorized to establish the terms and conditions of awards granted under the
2010
Stock Plan, to establish, amend and rescind any rules and regulations relating to the
2010
Stock Plan, and to make any other determinations that it deems necessary.
 
Stock Options
 
No
stock options were granted during fiscal year
2019.
 During fiscal year
2018,
10,000
remaining stock options, with an exercise price of
$13.07
 per option, expired and were forfeited.
 
Restricted Stock Units and Performance Units
 
The following table summarizes the restricted stock unit and performance unit award activity during the periods ended
September 28, 2019,
and
September 29, 2018:
 
   
Fiscal Year Ended
 
   
September 28, 2019
   
September 29, 2018
 
   
Number of Units
   
Weighted average grant date fair value
   
Number of Units
   
Weighted average grant date fair value
 
Units outstanding, beginning of fiscal period
   
532,500
    $
16.12
     
512,856
    $
13.09
 
Units granted
   
     
     
205,500
    $
20.57
 
Units issued
   
(247,000
)   $
11.88
     
(146,781
)   $
12.89
 
Units forfeited
   
(2,000
)   $
21.51
     
(39,075
)   $
11.88
 
Units outstanding, end of fiscal period
   
283,500
    $
19.78
     
532,500
    $
16.12
 
 
During fiscal year
2019,
restricted stock units and performance units representing
205,000
and
42,000
shares of our common stock, respectively, vested upon the filing of our Annual Report on Form
10
-K for the fiscal year ended
September 29, 2018,
and were issued in accordance with their respective agreements. All vested awards were paid in common stock.
 
During fiscal year
2018,
restricted stock units and performance units, each consisting of
57,750
shares of our common stock, were granted and are eligible to vest upon the filing of our Annual Report on Form
10
-K for the fiscal year ended 
September 28, 2019.
One-half of the restricted stock units and
one
-half of the performance units are payable in common stock and
one
-half are payable in cash.
 
During fiscal year
2018,
restricted stock units representing
90,000
shares of our common stock were granted and are eligible to vest upon the filing of our Annual Report on Form
10
-K for the fiscal year ending
October 3, 2020.
These restricted stock units are payable in common stock.
 
During fiscal year
2018,
restricted stock units and performance units representing
54,602
and
92,068
shares of our common stock, respectively, vested upon the filing of our Annual Report on Form
10
-K for the fiscal year ended
September 30, 2017,
and were issued in accordance with their respective agreements. One-half of the restricted stock units were paid in common stock and
one
-half in cash. Of the performance units,
72,138
were paid in common stock and
19,930
were paid in cash. In addition, restricted stock units and performance units representing
2,000
shares of our common stock vested and were issued in accordance with their agreement. One-half of the restricted stock units and
one
-half of the performance units were paid in common stock and
one
-half were paid in cash.
 
As of
September 
28,
2019,
there was
$1.1
million of total unrecognized compensation cost related to unvested restricted stock units and performance units under the
2010
Stock Plan. This cost is expected to be recognized over a period of
1.2
years.
 
The following table summarizes information about the unvested restricted stock units and performance units as of
September 
28,
2019.
 
Restricted Stock Units/Performance Units
 
Number of Units
   
Average Market Price on Date of Grant
 
Vesting Date*
Fiscal Year 2017 Performance Units
   
42,000
   
$ 17.97
 
November 2019
Fiscal Year 2017 Performance Units
   
42,000
   
$ 17.97
 
November 2020
Fiscal Year 2018 Restricted Stock Units
   
52,750
   
$ 21.51
 
November 2019
Fiscal Year 2018 Performance Units
   
52,750
   
$ 21.51
 
November 2019
Fiscal Year 2018 Restricted Stock Units
   
2,000
   
$ 17.97
 
November 2019
Fiscal Year 2018 Performance Units
   
2,000
   
$ 17.97
 
November 2019
Fiscal Year 2018 Restricted Stock Units
   
90,000
   
$ 19.52
 
November 2020
     
283,500
   
 
 
 
 
* These awards are eligible to vest upon the filing of our Annual Report on Form
10
-K for the applicable fiscal year, which is anticipated to be during the month and year indicated in this column.
 
Option Plan
 
Prior to expiration of the Option Plan, the Compensation Committee of our Board of Directors had the discretion to grant options for up to
2,000,000
shares of common stock to officers and key and middle-level executives for the purchase of our stock at prices
not
less than
fifty
percent of the fair market value of the shares on the dates of grant, with an exercise term (as determined by the Compensation Committee)
not
to exceed
10
years. The Compensation Committee determined the vesting period for the stock options, which generally became exercisable over
three
to
four
years.  Certain option awards in the Option Plan provided for accelerated vesting upon meeting specific retirement, death or disability criteria.
 
Compensation expense was recorded on the selling, general and administrative expense line item in our Consolidated Statements of Operations on a straight-line basis over the vesting periods.
 
During fiscal year
2018,
6,000
remaining stock options, with an exercise price of
$8.30
per option, expired and were forfeited.