Share-Based Payment | 9 Months Ended |
Sep. 30, 2014 |
Share-Based Payment | ' |
Note 10 – Share-Based Payment |
Pursuant to the USMD Holdings, Inc. 2010 Equity Compensation Plan (the “Equity Compensation Plan”), the Company may grant equity awards to employees, nonemployee directors and nonemployee service providers in the form of stock options, restricted stock and stock appreciation rights. Effective, June 6, 2014, at the annual meeting of stockholders, the stockholders approved an amendment to the Equity Compensation Plan that increased the aggregate number of shares that may be issued under the Equity Compensation Plan from 1.0 million to 2.5 million. Stock options may be granted with a contractual life of up to ten years. At September 30, 2014, the Company had approximately 1.6 million shares available for grant under the Equity Compensation Plan. |
The fair value of stock option awards on the date of grant is estimated using the Black-Scholes option pricing model, which requires the Company to make certain predictive assumptions. The risk-free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the award. As a recently formed public entity with a small public float and limited trading of its common shares on the NASDAQ stock market, it was not practicable for the Company to estimate the volatility of its common shares; therefore, management estimated volatility based on the historical volatilities of a small group of companies considered as close to comparable to the Company as available and an industry index, all equally weighted, over the expected life of the option. Management concluded that this group is more characteristic of the Company’s business than a broad industry index. The expected life of awards granted represents the period of time that the awards are expected to be outstanding based on the “simplified” method, which is allowed for companies that cannot reasonably estimate the expected life of options based on its historical award exercise experience. The Company does not expect to pay dividends on its common stock. Due to the nature of the grants, the company estimated zero option forfeitures. Share-based payment expense is recorded only for those awards that are expected to vest. Weighted-average assumptions used in the Black-Scholes option pricing model for stock options granted were as follows: |
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| | Nine Months Ended | | | | | | | | | | | | | |
September 30, 2014 | | | | | | | | | | | | |
Risk-free interest rate | | | 1.94 | % | | | | | | | | | | | | |
Expected volatility of common stock | | | 45 | % | | | | | | | | | | | | |
Expected life of options | | | 5.9 years | | | | | | | | | | | | | |
Dividend yield | | | 0 | % | | | | | | | | | | | | |
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The Black-Scholes option pricing model was developed for estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because option valuation models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The Company’s options do not have the characteristics of exchange traded options and, therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of stock options. A summary of stock option activity for the nine months ended September 30, 2014 is as follows: |
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Options | | Number of | | | Weighted- | | | Weighted- | | | Aggregate | |
Shares | Average | Average | Intrinsic |
| Exercise | Remaining | Value |
| Price | Contractual | |
| | Term | |
| | (in years) | |
Outstanding as of December 31, 2013 | | | 583,697 | | | $ | 25.39 | | | | | | | | | |
Granted | | | 150,000 | | | | 17.25 | | | | | | | | | |
Exercised | | | — | | | | — | | | | | | | $ | — | |
Forfeited | | | (543 | ) | | | 20.23 | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Outstanding as of September 30, 2014 | | | 733,154 | | | $ | 23.73 | | | | 6.28 | | | $ | — | |
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Vested and expected to vest at September 30, 2014 | | | 382,084 | | | $ | 24 | | | | 5.71 | | | $ | — | |
Exercisable at September 30, 2014 | | | 277,279 | | | $ | 23.97 | | | | 5.41 | | | $ | — | |
The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2014 was $6.80 per option. The fair value of stock options vested and associated share-based payment expense recognized for the three and nine months ended September 30, 2014 was $229,000 and $998,000, respectively, and is included in salaries, wages and employee benefits. At September 30, 2014, the total unrecognized compensation cost related to nonvested share-based payment awards was $2.9 million, which is expected to be recognized over a remaining weighted-average period of 3.1 years. |
Payments in Common Stock |
For services rendered as members of the Company’s Board of Directors, the Company has elected to compensate directors in common stock of the Company. Grant dates occur on the last day of each month and shares granted are fully vested and non-forfeitable. Shares are generally issued in arrears in three month blocks. Pursuant to the Equity Compensation Plan, during the nine months ended September 30, 2014, the Company granted to members of its Board of Directors an aggregate 41,675 shares of its common stock with a grant date fair value of $478,000, which is included in other operating expenses on the Company’s statement of operations. During the nine months ended September 30, 2014, in payment of board compensation earned through July 31, 2014, the Company issued 29,600 of previously granted shares with an aggregate grant date fair value of $373,000. The shares were issued pursuant to the Equity Compensation Plan. |
Pursuant to the Equity Compensation Plan, on March 5 and 6, 2014, the Company issued an aggregate 14,958 shares of its common stock with a grant date fair value of $243,000 to a member of senior management and members of the Company’s Board of Directors in payment of certain compensation accrued at December 31, 2013. |
A consultant to the Company has agreed to be partially compensated in common stock for services rendered. Grant dates occur on the last day of each month and shares granted are fully vested and non-forfeitable. Pursuant to the Equity Compensation Plan, during the nine months ended September 30, 2014, the Company granted to the consultant 3,343 shares of common stock with a grant date fair value of $38,000. During the nine months ended September 30, 2014, the Company issued to the consultant 2,853 of those shares with a grant date fair value of $34,000. |
Of the shares of common stock described above, 19,501 shares have not been registered under the Securities Act of 1933, as amended, and may not be transferred without an effective registration statement or pursuant to an appropriate exemption from such act. |
Registration of Common Shares |
On July 14, 2014, USMD filed a registration statement on Form S-8 to register with the SEC approximately 1.7 million shares of USMD common stock available for issuance under the Equity Compensation Plan and the Deferral Plan. The registration statement became effective upon filing. |
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Salary Deferral Plan |
On May 5, 2014, USMD’s Board of Directors approved and established the Salary Deferral Plan (the “Deferral Plan”). On July 18, 2014, the holder of a majority of USMD’s outstanding voting stock approved the Deferral Plan by written consent in lieu of a special meeting. The Company mailed an information statement on Schedule 14C to shareholders on or about July 22, 2014 informing the shareholders of the creation of the Deferral Plan. The Deferral Plan went into effect on August 11, 2014, 20 days after the information statement was mailed as required by law. The Deferral Plan permits the Company to defer the payment of a predetermined portion of a participant’s base salary each calendar quarter. The plan administrator will decide after the end of each quarter whether deferred amounts will be paid in the form of cash, shares of common stock or a combination of both. Any shares of common stock issued under the Deferral Plan will be issued from the shares of common stock authorized for issuance under the Equity Compensation Plan, as amended. |
In August 2014, pursuant to the Deferral Plan, the Company granted 15,700 shares of its common stock with a grant date fair value of $150,000 to certain of its executives in payment of salary amounts deferred during the second quarter of 2014. The Company anticipates issuing the common shares granted under the Deferral Plan in the first quarter of 2015. |