STOCKHOLDERS' EQUITY AND SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2014 |
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STOCKHOLDERS' EQUITY AND SHARE-BASED COMPENSATION | ' |
7 | STOCKHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION | | | | | | | | | | | | | | | |
Common Stock |
During the six months ended June 30, 2014, we issued approximately 295,000 shares of common stock in connection with employee stock option exercises, stock-settled stock appreciation rights (“SSARs”) exercises and the vesting of restricted stock units (“RSUs”) for net exercise proceeds of $2,559. |
During the six months ended June 30, 2014, approximately 44,000 shares of restricted common stock were forfeited. |
During the six months ended June 30, 2014, we received approximately 118,000 restricted shares that were surrendered from equity awards holders to settle their associated minimum statutory tax liability of $2,832 from shares that vested during the year. |
Repurchase of Common Stock |
On February 26, 2014, our Board of Directors authorized a share repurchase program of up to $75,000 of our common stock. The following table shows the amount and cost of shares of common stock we repurchased for the three and six months ended June 30, 2014 under the share repurchase program. The repurchased shares have not been retired and constitute authorized but unissued shares. |
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| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Number of shares repurchased | | | 1,144,145 | | | | - | | | | 1,784,145 | | | | - | |
Cost of shares repurchased(1) | | $ | 26,699 | | | $ | - | | | $ | 42,759 | | | $ | - | |
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| -1 | Our share repurchase program required a three-day cash settlement period with our broker. We made purchases at the end of June 2014 amounting to 3,071 shares totaling approximately $67, which were settled in July 2014. The cost of these shares is included in other accrued expenses on our Condensed Consolidated Balance Sheet as of June 30, 2014. | | | | | | | | | | | | | | |
Share-Based Compensation |
As of June 30, 2014, we had restricted common stock, RSUs, SSARs and common stock option equity awards outstanding under three share-based compensation plans. As of June 30, 2014, we had approximately 4,800,000 shares reserved (inclusive of equity award forfeitures) and available for grant under the 2008 MedAssets, Inc. Long-Term Performance Incentive Plan (“LTPIP”). |
The total share-based compensation expense related to equity awards was $5,592 and $4,011 for the three months ended June 30, 2014 and 2013, respectively. The total income tax benefit recognized in the condensed consolidated statement of operations for share-based compensation arrangements related to equity awards was $2,083 and $1,501 for the three months ended June 30, 2014 and 2013, respectively. |
The total share-based compensation expense related to equity awards was $9,894 and $7,422 for the six months ended June 30, 2014 and 2013, respectively. The total income tax benefit recognized in the condensed consolidated statement of operations for share-based compensation arrangements related to equity awards was $3,686 and $2,778 for the six months ended June 30, 2014 and 2013, respectively. There were no capitalized share-based compensation expenses during the three and six months ended June 30, 2014. |
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Total share-based compensation expense (inclusive of restricted common stock, RSUs, SSARs and common stock options) for the three and six months ended June 30, 2014 and 2013 as reflected in our condensed consolidated statements of operations is as follows: |
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| | Three Months Ended June 30, | | | Six Months Ended June 30, | |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Cost of revenue | | $ | 1,863 | | | $ | 1,463 | | | $ | 3,029 | | | $ | 2,176 | |
Product development | | | 391 | | | | 225 | | | | 635 | | | | 343 | |
Selling and marketing | | | 845 | | | | 590 | | | | 1,372 | | | | 969 | |
General and administrative | | | 2,493 | | | | 1,733 | | | | 4,858 | | | | 3,934 | |
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Total share-based compensation expense | | $ | 5,592 | | | $ | 4,011 | | | $ | 9,894 | | | $ | 7,422 | |
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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 six months ended June 30, 2014 and 2013, we purchased approximately 11,000 shares and 11,700 shares of our common stock under the Plan which amounted to approximately $253 and $205, respectively. |
Equity Award Grants |
Information regarding equity awards for the six months ended June 30, 2014 is as follows: |
Restricted Stock Unit Equity Awards |
In February 2014, our Compensation Committee of our Board of Directors approved an equity grant for certain eligible employees consisting of service-based and performance-based RSUs. 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 1,218,826 RSUs with a grant date fair value of $25.06 per award and was comprised of: (i) 63,355 service-based RSUs that vest ratably each month through December 31, 2014; (ii) 469,011 service-based RSUs that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2015; (iii) 343,230 performance-based RSUs 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, 2015 provided the performance metric is achieved; and (iv) 343,230 performance-based RSUs 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, 2015 provided the performance metric is achieved. |
In May 2014, our Compensation Committee of our Board of Directors approved an equity grant for certain eligible employees consisting of service-based and performance-based RSUs. The total approved equity grant amounted to 8,982 RSUs with a grant date fair value of $23.54 per award and was comprised of: (i) 6,179 service-based RSUs that vest ratably each month through December 31, 2014; (ii) 2,107 service-based RSUs that vest annually over three years of continuous service with the first annual vest date beginning on March 1, 2015; (iii) 348 performance-based RSUs 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, 2015 provided the performance metric is achieved; and (iv) 348 performance-based RSUs 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, 2015 provided the performance metric is achieved. |
The measurement period for the net revenue performance-based awards is from January 1, 2014 through December 31, 2014. 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 RSUs 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. |
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The measurement period for the adjusted EBITDA performance-based awards is from January 1, 2014 through December 31, 2014. 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 RSUs 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. |
In May 2014, our Compensation Committee of our Board of Directors also approved an equity grant consisting of 100,000 performance-based RSUs using a net revenue performance metric that is a cliff-vesting award and is based on the achievement of a target cumulative annual growth rate over a three-year performance period. Depending on the cumulative revenue growth rate achieved, up to 200,000 RSUs can be earned. The RSUs have a grant date fair value of $23.54 per award and the measurement period is from January 1, 2014 through December 31, 2016. A certain minimum cumulative revenue growth rate must be achieved before any RSUs will vest on March 1, 2017. If the minimum threshold is not met, the equity award holder will forfeit the awards. |