Stock-Based Compensation | 6 Months Ended |
Mar. 31, 2015 |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Stock-based compensation | 4 | Stock-Based Compensation | | | | | | | | | | |
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On February 12, 2014, the shareholders of the Company approved the Beacon Roofing Supply, Inc. 2014 Stock Plan (the “2014 Plan”). The 2014 Plan provides for discretionary awards of stock options, stock, stock units and stock appreciation rights (“SARs”) for up to 5,100,000 shares of common stock to selected employees and non-employee directors. As of March 31, 2015, there were 3,417,989 shares of common stock available for awards under the 2014 Plan, subject to increase for shares that are forfeited or expire, or are used for tax withholding on stock awards and stock unit awards under the 2004 Plan (defined below) and the 2014 Plan. |
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In addition to the 2014 Plan, the Company also maintains the amended and restated Beacon Roofing Supply, Inc. 2004 Stock Plan (the “2004 Plan”). Upon shareholder approval of the 2014 Plan, the Company ceased issuing equity awards from the pre-existing 2004 Plan and all future equity awards will be issued from the 2014 Plan. |
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The Company recognizes the cost of employee services rendered in exchange for awards of equity instruments based on the fair value of those awards at the date of the grant. Compensation expense for time-based equity awards is recognized, on a straight-line basis, net of forfeitures, over the requisite service period for the fair value of the awards that actually vest. Compensation expense for performance-based equity awards is recognized, net of forfeitures, by projecting the number of restricted units that are expected to vest based on the achievement of the underlying related performance measures. |
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For all equity awards granted prior to October 1, 2014, in the event of a change in control of the Company, all awards are immediately vested. Beginning in fiscal 2015, equity awards contain a “double trigger” change in control mechanism. Unless an award is continued or assumed by a public company in an equitable manner, an award shall become fully vested immediately prior to a change in control (at 100% in the case of a performance-based restricted stock award). If an award is so continued or assumed, vesting will continue in accordance with the terms of the award, unless there is a qualifying termination within one-year following the change in control, in which event the award shall become fully vested immediately (at 100% in the case of a performance-based restricted stock award). |
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Stock options |
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Non-qualified options generally expire 10 years after the grant date and, except under certain conditions, the options are subject to continued employment and vest in one-third increments over a three-year period following the grant dates. During the six months ended March 31, 2015 and 2014, the Company recorded stock-based compensation expense related to stock option awards of $3.2 million and $3.5 million, respectively. As of March 31, 2015, there was $8.5 million of total unrecognized compensation cost related to unvested stock options. That cost is expected to be recognized over a weighted-average period of 1.82 years. |
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The following table illustrates the assumptions used in the Black-Scholes pricing model for options granted during the six months ended March 31, 2015: |
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| | 2015 | | | | | | | | | |
Risk-free interest rate | | 1.83 | % | | | | | | | | |
Expected volatility | | 31.69 | % | | | | | | | | |
Expected life (in years) | | 5.58 | | | | | | | | | |
Expected dividend yield | | 0 | % | | | | | | | | |
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Expected lives of the options granted are based primarily on historical activity, while expected volatilities are based on historical volatilities of the Company’s stock and consideration of public companies’ stock. Estimated forfeiture rates vary by grant and range up to 8.86% as of March 31, 2015. |
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Information regarding the Company’s stock options is summarized below: |
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| | | | | | | Weighted- | | | | |
| | | | Weighted- | | Average | | | | |
| | | | Average | | Remaining | | Aggregate | |
| | Number of | | Exercise | | Contractual | | Intrinsic | |
| | Shares | | Price | | Life | | Value | |
| | | | | | | (in years) | | (in millions) | |
Outstanding at September 30, 2014 | | 2,364,211 | | $ | 22.98 | | | | | | |
Granted | | 482,479 | | $ | 28.58 | | | | | | |
Exercised | | -167,355 | | $ | 17.43 | | | | | | |
Canceled | | -36,065 | | $ | 32.74 | | | | | | |
Outstanding at March 31, 2015 | | 2,643,270 | | $ | 24.24 | | 6.6 | | $ | 20.7 | |
Vested or Expected to Vest at March 31, 2015 | | 2,529,471 | | $ | 23.97 | | 6.5 | | $ | 20.5 | |
Exercisable at March 31, 2015 | | 1,734,556 | | $ | 20.63 | | 5.4 | | $ | 19.2 | |
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Restricted stock awards |
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During the six months ended March 31, 2015 and 2014, the Company recorded stock-based compensation expense related to restricted stock awards of $1.5 million and $2.0 million, respectively. As of March 31, 2015, there was $8.1 million of total unrecognized compensation cost related to unvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 2.73 years. |
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The total fair values of the restricted stock awards were determined based upon the number of shares or units and the closing prices of the Company’s common stock on the dates of the grants. The restricted stock awards granted to management are subject to continued employment, except under certain conditions, and will vest if the Company attains a targeted rate of return on invested capital at the end of a three-year period. The actual number of shares or units that will vest can range from 0% to 125% of the management grants depending upon actual Company performance below or above the target level and the Company estimates that performance in determining the projected number of shares or units that will vest and the related compensation cost. The restricted stock awards granted to non-employee directors are also subject to continued service, vest at the end of one year (except under certain conditions) and the underlying common shares will not be distributed until six months after the director separates from the Company. Beginning in 2014, the six month period was eliminated and shares will be delivered within ten days after termination of service on the board. In November 2014 and 2013, the Company also issued restricted stock awards that are subject to continued employment and will vest over three to five years. |
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Information regarding the Company’s restricted shares and units is summarized below: |
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| | | | | | | Weighted- | | | | |
| | | | Weighted- | | Average | | | | |
| | | | Average | | Remaining | | Aggregate | |
| | Number of | | Grant | | Contractual | | Intrinsic | |
| | Shares | | Price | | Life | | Value | |
| | | | | | | (in years) | | (in millions) | |
Outstanding at September 30, 2014 | | 482,076 | | $ | 31.28 | | | | | | |
Granted | | 174,358 | | $ | 27.94 | | | | | | |
Lapse of restrictions/conversions | | -67,953 | | $ | 19.88 | | | | | | |
Canceled | | -20,295 | | $ | 19.88 | | | | | | |
Outstanding at March 31, 2015 | | 568,186 | | $ | 32.03 | | 2.5 | | $ | 17.8 | |
Vested or Expected to Vest at March 31, 2015 | | 394,454 | | $ | 31.46 | | 3.1 | | $ | 12.3 | |
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