Stock-Based Compensation | NOTE 11 – Stock-Based Compensation Under the terms of the 20 14 Plan, employees, certain consultants and advisors and non-employee members of the Company’s Board of Directors ha ve the opportunity to receive incentive and nonqualified grants of stock options, stock appreciation rights, restricted stock and other equity-based awards as approved by the Company’s Board of Directors . These award programs are used to attract, retain and motivate employees and to encourage individuals in key management roles to retain stock. The Company has a policy of issuing new shares to satisfy awards under the 2014 P lan. T he aggregate number of shares under the 20 14 Plan that may be issued pursuant to stock options , restricted stock units or restricted stock awards i s 1,200,000 with n ot more than 1,000,000 of such shares available for issuance as restricted stock awards . There were 636,594 shares available for future awards under the 2014 Plan as of September 30, 2016 , of which 436,594 shares were available to be issued as restricted stock awards. Total stock-based compensation expense was $ 0.4 million for each of the three-month period s ended September 30, 2016 and September 30, 2015 . Total stock-based compensation expense was $ 1.4 million and $ 1.6 million f or the nine - month periods ended September 30, 2016 and September 30, 2015 , respectively . An excess tax deficit from stock-based payment arrangements increased cash provided by operating activities and decreased cash provided by financing activities by $0.1 million for the nine -month period ended September 3 0 , 2016. Excess tax benefits from sto ck-based payment arrangements increased cash provided by financing activities and decreased cash provided by operating a ctivities by $0.3 million for the nine - month period s ended September 30, 2015 . Stock Options Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of the grant and have 7- to 10-year contractual terms. All options issued contain service conditions based on the participant’s continued service with the Company and may provide for accelerated vesting if there is a change in control as defined in the Equity Compensation Plans. Employee stock options generally vest over four years. The Company also issues stock opti ons to non-employee independent directors. These options generally vest in one year. There were no stock options granted during the three-month and nine -month periods ended September 30, 2016 and September 30, 2015 . A summary of option activity for the nine - month period ended September 30, 2016 follows: Weighted Average Number of Exercise Price Options Shares Per Share Outstanding, December 31, 2015 50,686 $ 12.09 Granted — — Exercised (6,880) 10.29 Forfeited (1,666) 12.41 Expired — — Outstanding, September 30, 2016 42,140 12.37 During each of the three-month periods ended September 30, 2016 and September 30, 2015 the Company did not recognize compensation expense related to options. During each of the nine - month periods ended September 30, 2016 and September 30, 2015 the Company did not recognize compensation expense related to options. There were 3,425 and 4,082 stock options exercised during the three-month periods ended September 30, 2016 and September 30, 2015 , respectively. The total pretax intrinsic v alue s of stock options exercised were less than $ 0.1 million for each of the three-month periods ended September 30, 2016 and September 30, 2015 . The total pretax intrinsic value s of stock options exercised were less than $ 0.1 million and $ 0.6 million for the nine - month period s ended September 30, 2016 and September 30, 2015 , respectively. The following table summarizes information about the stock options outstanding and exercisable as of September 30, 2016 : Options Outstanding Options Exercisable Weighted Weighted Aggregate Weighted Weighted Aggregate Average Average Intrinsic Average Average Intrinsic Range of Number Remaining Exercise Value Number Remaining Exercise Value Exercise Prices Outstanding Life (Years ) Price (In thousands) Exercisable Life (Years ) Price (In thousands) $ 12.08 - 12.41 42,140 0.6 12.37 295 39,916 0.6 12.37 280 42,140 0.6 12.37 $ 295 39,916 0.6 12.37 $ 280 The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the Company’s closing stock price of $19.38 as of September 30, 2016 , which would have been received by the option holders had all option holders exercised their options as of that date. As of September 30, 2016 , there was no future compensation cost related to non-vested stock options not yet recognized in the Consolidated Statements of Operations based on the most probable performance assumpti ons. As of September 30, 2016 , $ 0.1 million of additional potential compensation cost related to non-vested stock options has not been recognized due to performance targets not being achieved. However, in certain circumstances, these options may be s ubject to vesting prior to their expiration dates. The weighted average remaining term of these options is approximately 0.6 years. Restricted Stock Awards Restricted stock awards provide that, during the applicable vesting periods, the shares awarded may not be sold or transferred by the participant. The vesting period for restricted stock awards generally ranges from three to 10 years. All awards issued contain service conditions based on the participant’s continued service with the Company and may provide for accelerated vesting if there is a change in control as defined in the Equity Compensa tion Plan s . The vesting of certain restricted shares may be accelerated to a minimum of three years based on achievement of various in dividual performance measures. Acceleration of expense for awards based on individual performance factors occurs when t he achievement of the performance criteria is determined. In addition, the Company has issued certain shares under a Management Stock Ownership Program. Under this program, restrictions on the shares lapse at the end of 10 years but may lapse (vest) in a minimum of three years if the employee continues in service at the Company and owns a matching number of other common shares in addition to the restricted shares. Of the total restricted stock awards granted during the nine - month period ended September 30, 2016 , 74,207 shares may be subject to accelerated vesting based on individual performance factors ; no shares have vesting contingent upon performance factors. Vesting was accelerated in 2015 and 2016 on certain awards based on the achievement of certain performance criteria determined annually, as described below. The Company also issues restricted stock to non-employee independent directors. These shares generally vest in seven years from the gra nt date or six months following the director’s termination from Board of Directors service. The following table summarizes the activity of the non-vested restricted stock during the nine months ended September 30, 2016 : Weighted Average Grant-Date Non-vested restricted stock Shares Fair Value Outstanding at December 31, 2015 313,236 $ 16.65 Granted 181,156 15.25 Vested (60,185) 18.23 Forfeited (19,482) 18.02 Outstanding at September 30, 2016 414,725 15.74 During each of the three-month periods ended September 30, 2016 and September 30, 2015 , the Company granted restricted stock awards with grant-date fair values totaling $ 0.4 million. During the nine - month periods ended September 30, 2016 and September 30, 2015 , the Company granted restricted stock awards with grant-date fair values totaling $ 2.8 million and $ 3.0 million, respectively. As vesting occurs, or is deemed likely to occur, compensation expense is recognized over the r equisite service period and additional paid-in capital is increased. The Company recognized $ 0.3 million and $ 0.4 of compensation expense related to restricted stock for the three-month periods ended September 30, 2016 and September 30, 2015 , respectively. The Company recognized $ 1.4 million and $ 1.6 million of compensation expense related to restricted stock for the nine - month periods ended September 30, 2016 and September 30, 2015 , respectively. Of the $ 1.4 million total compensation expense related to restricted stock for the nine -month period ended September 30, 2016 , approximately $ 0.4 million related to accelerated vesting during the first quarter of 2016 , based on achievement of certain performance criteria determined annually. Of the $ 1.6 million total compensation expense related to restricted stock for the nine -month period ended September 30, 2015 , approximately $ 0.5 million related to accelerated vesting during the first quarter of 2015 , which was also based on the achievement of certain performance criteria determined annually. As of September 30, 2016 , there was $ 4.6 million of unrecognized compensat ion cost related to non-vested restricted stock compensation scheduled to be recognized over a weighted average period of 4.0 years. In the event individual performance targets are achieved, $ 1.5 million of the unrecognized compens ation cost would accelerate to be recognized over a weighted average period of 1.3 years. In addition, certain of the awards granted may result in the issuance of 57,998 additional shares of stock if achievement of certain target s is greater than 100 %. The expense related to the additional shares awarded will be dependent on the Company’s stock price when the achievement level is determined. The fair value of shares that vested during each of the three-month periods ended September 30, 2016 and September 30, 2015 was $ 0.1 million. The fair value of shares that vested during the nine - month periods ended September 30, 2016 and September 30, 2015 was $ 0.9 million and $ 2.2 million, respectively . Restricted Stock Units Restricted stock units (“RSUs”) are granted with vesting conditions based on fulfillment of a service condition (generally four years from the grant date), and also require achievement of certain market based targets associated with the Company’s stock price. The market based target measurement period begins one year from the grant date and ends three years from the grant date. Expense for equity based awards with market and service conditions is recognized over the service period ba sed on the grant-date fair value of the award. The following tables summarize restricted stock unit activity for the nine - month period ended September 30, 2016 : Weighted Average Number of Grant-Date Market-based RSUs RSUs Fair Value Outstanding at December 31, 2015 — $ — Granted 120,000 9.47 Forfeited — — Converted — — Cancelled due to non-achievement of market condition — — Outstanding at September 30, 2016 120,000 9.47 In 2016, certain executives were awarded RSUs with market based vesting conditions with weighted average grant- date fair value of $9.47 per unit. The weighted average grant date fair value of these market based RSUs was estimated using a Monte Carlo simulation valuation model with the following assumptions: Nine Months Ended September 30, 2016 2015 Grant date stock price $ 18.24 — Risk-free interest rate 1.06 % — Expected volatility 35.16 % — Dividend yield — — The risk free interest rate reflected the yield on zero coupon Treasury securities with a term approximating the expected life of the RSUs. The expected volatility was based on historical volatility of the Company’s common stock. During both the three and nine-month p eriods ended September 30, 2016, the Company granted RSUs with grant - date fair values totaling $ 1.1 million , respectively. The Company recognized less than $ 0. 1 million of compensation expense related to RSUs for both the three and nine-mo nth p eriods ended September 30, 2016 , respectively. As of September 30, 2016, there was $ 1.1 million of unrecogniz ed compensation cost related to RSUs scheduled to be recognized over a weighted average period of 4.0 years. |