Stockholders' Equity and Share-Based Compensation | 9 Months Ended |
Sep. 30, 2013 |
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Stockholders' Equity and Share-Based Compensation | ' |
7 | STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION | | | | | | | | | | | | | | | |
Common Stock |
During the nine months ended September 30, 2013, we issued approximately 1,427,000 shares of common stock in connection with employee stock option and stock-settled stock appreciation right (or “SSAR”) exercises for net exercise proceeds of $9,911. |
Share-Based Compensation |
As of September 30, 2013, we had restricted common stock, SSARs and common stock option equity awards outstanding under three share-based compensation plans. As of September 30, 2013, we had approximately 4,955,000 shares reserved (inclusive of equity award forfeitures) and available for grant under the 2008 MedAssets, Inc. Long-Term Performance Incentive Plan (“LTPIP”). The increase in shares available for grant was primarily attributable to an amendment to our LTPIP that authorized for issuance an additional 2,600,000 shares. The amendment was approved during our annual stockholders meeting on June 13, 2013. |
The total share-based compensation expense related to equity awards was $4,361 and $2,781 for the three months ended September 30, 2013 and 2012, respectively. The total income tax benefit recognized in the condensed consolidated statement of operations for share-based compensation arrangements related to equity awards was $1,627 and $1,033 for the three months ended September 30, 2013 and 2012, respectively. |
The total share-based compensation expense related to equity awards was $11,783 and $7,796 for the nine months ended September 30, 2013 and 2012, respectively. The total income tax benefit recognized in the condensed consolidated statement of operations for share-based compensation arrangements related to equity awards was $4,396 and $2,895 for the nine months ended September 30, 2013 and 2012, respectively. There were no capitalized share-based compensation expenses during the three and nine months ended September 30, 2013. |
Total share-based compensation expense (inclusive of restricted common stock, SSARs and common stock options) for the three and nine months ended September 30, 2013 and 2012 as reflected in our condensed consolidated statements of operations is as follows: |
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| | Three Months Ended September 30, | | | Nine Months Ended September 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Cost of revenue | | $ | 864 | | | $ | 672 | | | $ | 3,040 | | | $ | 1,535 | |
Product development | | | 130 | | | | 34 | | | | 473 | | | | 123 | |
Selling and marketing | | | 975 | | | | 282 | | | | 1,944 | | | | 1,069 | |
General and administrative | | | 2,392 | | | | 1,793 | | | | 6,326 | | | | 5,069 | |
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Total share-based compensation expense | | $ | 4,361 | (1) | | $ | 2,781 | | | $ | 11,783 | | | $ | 7,796 | |
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-1 | For the three months ended September 30, 2013, share-based compensation includes charges related to the resignation of our RCM president and the conformity of one officer’s terms and conditions to their 2013 performance award grant. | | | | | | | | | | | | | | | |
Equity Award Expense Attribution |
In general, for equity awards with graded-vesting, compensation cost is recognized using an accelerated method over the vesting or service period and is net of estimated forfeitures. In general, for equity awards with cliff-vesting, compensation cost is recognized using a straight-line method over the vesting or service period and is net of estimated forfeitures. For performance-based equity awards, compensation cost is adjusted each reporting period in which a change in performance achievement is determined and is net of estimated forfeitures. We evaluate the probability of performance achievement each reporting period and, if necessary, adjust share-based compensation expense based on expected performance achievement. |
Employee Stock Purchase Plan |
In 2010, we established the MedAssets, Inc. Employee Stock Purchase Plan (the “Plan”). Under the Plan, eligible employees may purchase shares of our common stock at a discounted price through payroll deductions. The price per share of the common stock sold to participating employees will be 95% of the fair market value of our common stock on the applicable purchase date. The Plan requires that all stock purchased be held by participants for a period of 18 months from the purchase date. A total of 500,000 shares of our common stock are authorized for purchase under the Plan. For the nine months ended September 30, 2013 and 2012, we purchased approximately 24,700 shares and 25,400 shares of our common stock under the Plan which amounted to approximately $482 and $372, respectively. |
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Equity Award Grants |
Information regarding equity awards for the nine months ended September 30, 2013 is as follows: |
Restricted Common Stock Awards |
In 2013, our Board of Directors and Compensation, Governance and Nominating Committee approved an equity grant for certain eligible employees consisting of service-based and performance-based restricted shares. The purpose of the equity grant is to assist the Company in attracting, retaining, motivating, and rewarding certain individuals of the Company. The equity grant is intended to promote the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with those of the stockholders. The total approved equity grant amounted to approximately 1,160,000 restricted shares with a grant date fair value of $18.34 per share and was comprised of: (i) 50,000 service-based restricted shares that vest ratably each month through December 31, 2013; (ii) 435,000 service-based restricted shares that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2014; (iii) 337,500 performance-based restricted shares using a net revenue performance metric that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2014 provided the performance metric is achieved; and (iv) 337,500 performance-based restricted shares using an adjusted EBITDA performance metric that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2014 provided the performance metric is achieved. |
The measurement period for the net revenue performance-based awards is from January 1, 2013 through December 31, 2013. The net revenue performance metric is based on the achievement of an established net revenue target. The Company must achieve a minimum threshold of net revenue before any performance-based restricted shares begin vesting. The equity award holders have an opportunity to earn between 50% and 100% of the performance-based equity awards once the minimum threshold has been met. If the minimum threshold is not met, the equity award holders will forfeit those awards. |
The measurement period for the adjusted EBITDA performance-based awards is from January 1, 2013 through December 31, 2013. The adjusted EBITDA performance metric is based on the achievement of an established adjusted EBITDA target. The Company must achieve a minimum threshold of adjusted EBITDA before any performance-based restricted shares begin vesting. The equity award holders have an opportunity to earn between 50% and 100% of the performance-based equity awards once the minimum threshold has been met. If the minimum threshold is not met, the equity award holders will forfeit those awards. |
During the nine months ended September 30, 2013, an additional 38,000 service-based restricted shares were granted. The shares vest annually over three years with the first annual vest date beginning on June 1, 2014. The weighted average grant date fair value of each restricted common stock share was $20.03. |
During the nine months ended September 30, 2013, we received approximately 54,000 restricted shares that were surrendered from equity awards holders to settle their associated minimum statutory tax liability from shares that vested during the year. |
During the nine months ended September 30, 2013, approximately 69,000 shares of restricted common stock were forfeited. |
As of September 30, 2013, there was approximately $13,188 of total unrecognized compensation expense related to all unvested restricted common stock awards that will be recognized over a weighted-average period of 1.3 years. |
SSAR Awards |
During the nine months ended September 30, 2013, we granted approximately 3,000 SSARs which have a service vesting period of five years. The weighted-average grant date base price of each SSAR was $16.77 and the weighted-average grant date fair value of each SSAR granted during the nine months ended September 30, 2013 was $7.15. |
During the nine months ended September 30, 2013, approximately 245,000 SSARs were forfeited. |
As of September 30, 2013, there was approximately $3,179 of total unrecognized compensation expense related to all unvested SSARs that will be recognized over a weighted-average period of 1.6 years. |
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Common Stock Option Awards |
During the nine months ended September 30, 2013, we did not grant any stock option awards. |
During the nine months ended September 30, 2013, approximately 58,000 stock option awards were forfeited. |
As of September 30, 2013, there was approximately $64 of total unrecognized compensation expense related to all outstanding stock option awards that will be recognized over a weighted-average period of 1 year. |