Quarterly report pursuant to Section 13 or 15(d)

Capital Transactions

v3.21.1
Capital Transactions
3 Months Ended
Mar. 31, 2021
Equity [Abstract]  
Capital Transactions Capital Transactions
 
Share-Based Compensation
 
During the year ended December 31, 2012, our shareholders adopted and approved the Nature’s Sunshine Products, Inc. 2012 Stock Incentive Plan (the “2012 Incentive Plan”). The 2012 Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, performance awards, stock awards and other stock-based awards. The Compensation Committee of the Board of Directors has authority and discretion to determine the type of award, as well as the amount, terms and conditions of each award under the 2012 Incentive Plan, subject to the limitations of the 2012 Incentive Plan. A total of 1,500,000 shares of our common stock were originally authorized for the granting of awards under the 2012 Incentive Plan. In 2015, our shareholders approved an amendment to the 2012 Incentive Plan, to increase the number of shares of Common Stock reserved for issuance by 1,500,000 shares. The number of shares available for awards, as well as the terms of outstanding awards, are subject to adjustment as provided in the 2012 Incentive Plan for stock splits, stock dividends, recapitalizations and other similar events.
 
We have also maintained a stock incentive plan, which was approved by shareholders in 2009 (the “2009 Incentive Plan"), which provided for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, performance awards, stock awards and other stock-based awards. Under the 2012 Incentive Plan, any shares subject to award, or awards forfeited or reacquired by the Company issued under the 2009 Incentive Plan are available for award up to a maximum of 400,000 shares. As of March 31, 2021, there were no outstanding awards under the 2009 Incentive Plan.
 
Stock Options
 
Our outstanding stock options include time-based stock options, which vest over differing periods of time ranging from the date of issuance to up to 48 months from the option grant date, and performance-based stock options, which have already vested upon achieving operating income margins of six, eight and ten percent as reported in four of five consecutive quarters over the term of the options.
 
Stock option activity for the three-month period ended March 31, 2021, is as follows (amounts in thousands, except per share information):
  Number of
Shares
Weighted Average
Exercise
Price Per Share
Weighted Average
Grant Date
 Fair Value
Options outstanding at January 1, 2021 226  $ 12.10  $ 5.42 
Granted —  —  — 
Forfeited or canceled —  —  — 
Exercised (2) 11.98  6.16 
Options outstanding at March 31, 2021 224  12.10  5.41 

There was no share-based compensation expense for the three-month periods ended March 31, 2021 and 2020. As of March 31, 2021 and December 31, 2020, there was no unrecognized share-based compensation expense related to the stock option grants described above.
 
At March 31, 2021, the aggregate intrinsic value of outstanding and exercisable stock options to purchase 224,000 shares of common stock was $1.8 million. At December 31, 2020, the aggregate intrinsic value of outstanding and exercisable options to purchase 226,000 shares of common stock was $0.7 million.

For the three-month period ended March 31, 2021, we issued 2,500 shares of common stock upon the exercise of stock options at an average exercise price of $11.98 per share. The aggregate intrinsic value of options exercised during the three-month periods ended March 31, 2021 was $19,000. For the three-month period ended March 31, 2021, the Company recognized $9,000 of tax benefits from the exercise of stock options. There were no stock options exercised during the three-month period ended March 31, 2020.

As of March 31, 2021 and December 31, 2020, there were no unvested stock options outstanding.
 
Restricted Stock Units
 
Our outstanding restricted stock units (“RSUs”), include time-based RSUs, which vest over differing periods of time ranging from 12 months up to 36 months from the RSU grant date, as well as performance-based RSUs, which vest upon achieving targets relating to revenue and earnings growth, earnings-per-share, and/or stock price levels. RSUs granted to members of the Board of Directors contain a restriction period in which the shares are not issued until two years after vesting. At March 31, 2021 and December 31, 2020, there were 92,000 and 82,000 vested RSUs, respectively, granted to the Board of Directors with a restriction period.
Restricted stock unit activity for the three-month period ended March 31, 2021, is as follows (amounts in thousands, except per share information):
  Number of
Shares
Weighted Average
Grant Date
Fair Value
Restricted Stock Units outstanding at January 1, 2021 1,179  $ 6.18 
Granted 229  15.89 
Forfeited (30) 11.25 
Issued (291) 6.52 
Restricted Stock Units outstanding at March 31, 2021 1,087  8.00 
 
During the three-month period ended March 31, 2021, we granted 229,000 RSUs under the 2012 Incentive Plan to the executive officers and other employees, which were comprised of both time-based RSUs and share-priced performance-based RSUs. The time-based RSUs were issued with a weighted-average grant date fair value of $18.34 per share and vest in annual installments over a three-year period from the grant date. The share-priced performance-based RSUs were issued with a weighted-average grant date fair value of $13.87 per share and vest upon achieving share-priced targets over a three-year period from the grant date.
 
Except for share-priced performance RSUs, RSUs are valued at market value on the date of grant, which is the grant date share price discounted for expected dividend payments during the vesting period. For RSUs with post-vesting restrictions, a Finnerty Model was utilized to calculate a valuation discount from the market value of common shares reflecting the restriction embedded in the RSUs preventing the sale of the underlying shares over a certain period of time. Using assumptions previously determined for the application of the option pricing model at the valuation date, the Finnerty Model discount for lack of marketability is approximately 12.7 percent for a common share.

Share-price-performance RSU's market-value was estimated using the Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved. Our assumptions include a performance period of three years, expected volatility of between 50.0 percent and 54.7 percent, and a range of risk-free rates of between 0.3 percent and 2.9 percent.

Share-based compensation expense for RSUs for the three-month periods ended March 31, 2021 and 2020, was approximately $0.4 million and $0.3 million, respectively. As of March 31, 2021 and December 31, 2020, the unrecognized share-based compensation expense related to the grants described above, excluding incentive awards discussed below, was $2.7 million and $1.3 million, respectively. The remaining compensation expense is expected to be recognized over the weighted average period of approximately 0.9 years.
 
Share-based compensation expense related to performance-based RSUs for the three-month periods ended March 31, 2021 and 2020, was $0.4 million and $0.1 million, respectively. Should we attain all of the metrics related to performance-based RSU grants, we would recognize up to $2.7 million of potential share-based compensation expense. We currently expect to recognize an additional $2.6 million of that potential share-based compensation expense.
 
The number of shares issued upon vesting of RSUs granted pursuant to our share-based compensation plans is net of the minimum statutory withholding requirements that we pay on behalf of our employees, which was 75,000 and 22,000 shares for the three-month periods ended March 31, 2021 and 2020, respectively. Although shares withheld are not issued, they are treated as common share repurchases for accounting purposes, as they reduce the number of shares that would have been issued upon vesting. These shares do not count against the authorized capacity under the repurchase program described above.