Share-Based Compensation | 3 Months Ended |
Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Note 8. Share-Based Compensation |
The Company previously adopted the 2007 Management Incentive Plan (the “2007 Plan”) and the 2011 Stock Incentive Plan (the “2011 Plan”). Under these plans, 1,987 shares of authorized common stock were reserved for issuance pursuant to grants approved by the Company’s Board of Directors (the “Board”). As of March 31, 2015, there were 448 and 124 shares available for grant under the 2007 Plan and the 2011 Plan, respectively. |
At its 2015 annual meeting of stockholders held on April 22, 2015, the stockholders of the Company approved the 2015 Long-Term Incentive Plan (the “2015 Plan”). The effective date of the 2015 Plan was April 22, 2015. Subject to adjustments as provided in the 2015 Plan, the maximum aggregate number of shares of the Company’s common stock that may be issued under the 2015 Plan may not exceed the sum of (i) 350 shares plus (ii) any shares (A) remaining available for the grant of awards as of the effective date under the 2007 Plan or the 2011 Plan, and/or (B) subject to an award granted under the 2007 Plan or the 2011 Plan, which award is forfeited, cancelled, terminated, expires, or lapses. As of the effectiveness of the 2015 Plan, there were 922 shares available for grant under the 2015 Plan, inclusive of shares previously available for grant under the 2007 Plan and the 2011 Plan that were rolled over to the 2015 Plan. No further grants will be made under the 2007 Plan or the 2011 Plan. |
As of March 31, 2015, unrecognized share-based compensation expense to be recognized over future periods approximated $2,784. This amount will be recognized as expense over a weighted-average period of 2.5 years. Share-based compensation expenses are recognized on a straight-line basis over the requisite service period of the agreement. All share-based compensation is classified as equity except where otherwise noted. |
The Company allows for the settlement of share-based awards on a net share basis. With net share settlement, the employee does not surrender any cash or shares upon the exercise of stock options or the vesting of stock awards or stock units. Rather, the Company withholds the number of shares with a value equivalent to the option exercise price for stock options and the minimum statutory tax withholding for all share-based awards. Net share settlements have the effect of reducing the amount of shares that would have otherwise been issued as a result of exercise or vesting. |
Long-term incentive program: The Company issues nonqualified stock options, performance-contingent restricted stock units (“RSU”), and cash-settled performance shares (“PS”) under a long-term incentive program. Recurring annual grants are at the discretion of the Board and have been granted in October 2014, for the 2014 calendar year, and in April 2015, for the 2015 calendar year. The grants cliff vest at the end of the third calendar year, subject to continued employment or as otherwise provided in the agreements. The actual value of the RSU and PS that may be earned can range from 0% to 150% of target based on the achievement of EBITDA (RSU) and net income per share (PS) performance targets over a three year period. |
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Inducement and retention program: From time to time, the Company issues share-based awards in conjunction with employment offers to select new executives and retention grants to select existing employees. The Company issues these awards to attract and retain talent and to provide market competitive compensation. The grants have various vesting terms which include fully-vested awards at the grant date and graded vesting over three- to five-year periods (subject to continued employment or as otherwise provided in the agreements). |
Board compensation program: In October 2013, the Board revised its standard compensation arrangement for its non-employee directors. Effective for annual service years beginning in 2014, the Company awards its non-employee directors a cash retainer and shares of restricted common stock. The restricted stock awards occur five days following the Company’s annual meeting of stockholders and are fully vested upon the earlier of the first anniversary of the grant date or the completion of the directors’ annual service to the Company. The Board revised the compensation arrangement in April 2015 to provide that the equity portion of the compensation program be split evenly between restricted stock awards and stock options, with the stock options immediately vested on the grant date. |
The following are the terms and amounts of the awards issued under the Company’s share-based incentive programs: |
Stock options: The exercise price of all stock options is equal to the Company’s closing stock price on the date of grant. Stock options granted are subject to various vesting terms which include graded and cliff vesting over three- to five-year vesting periods. In addition, all stock options vest and become exercisable in full under certain circumstances following the occurrence of a Change of Control (as defined in the option award agreements). Participants who are awarded options must exercise their options within a maximum of ten years of the grant date. |
The fair value of option grants are estimated on the grant date using the Black-Scholes option-pricing model with the following weighted-average assumptions for option grants during the three months ended March 31, 2015. No stock options were granted in the three months ended March 31, 2014. |
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| | 2015 | | | | | | | | | | | | | |
Expected volatility | | | 47.77 | % | | | | | | | | | | | | |
Expected dividends | | | 0 | % | | | | | | | | | | | | |
Expected term (in years) | | | 6.43 | | | | | | | | | | | | | |
Risk-free rate | | | 1.77 | % | | | | | | | | | | | | |
Expected volatility is based on the Company’s historical stock price volatility beginning in 2014. Prior years were based on the historic volatility of a publicly traded company in the same industry. The expected term is calculated by using the simplified method due to insufficient historical data. The risk-free rate is based on the zero coupon U.S. Treasury bond rate over the expected term of the awards. |
The following table summarizes the stock option activity for the three months ended March 31, 2015: |
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| | Number of | | | Weighted-Average | | | Weighted-Average | | | Aggregate | |
Shares | Price Per Share | Remaining | Intrinsic |
| | Contractual | Value |
| | Life (Years) | |
Options outstanding, beginning of the year | | | 896 | | | $ | 11.63 | | | | | | | | | |
Granted | | | 101 | | | | 15.55 | | | | | | | | | |
Exercised | | | (37 | ) | | | 8.64 | | | | | | | | | |
Forfeited | | | (10 | ) | | | 15.29 | | | | | | | | | |
Expired | | | — | | | | — | | | | | | | | | |
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Options outstanding at March 31, 2015 | | | 950 | | | $ | 12.13 | | | | 4.8 | | | $ | 3,650 | |
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Options exercisable at March 31, 2015 | | | 625 | | | $ | 9.12 | | | | 2.7 | | | $ | 3,650 | |
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Available for grant at March 31, 2015 | | | 572 | | | | | | | | | | | | | |
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The following table provides additional stock option information. |
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| | Three Months Ended March 31, | | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | |
Weighted-average grant date fair value per award | | $ | 7.33 | | | | — | | | | | | | | | |
Intrinsic value of options exercised | | $ | 258 | | | $ | 316 | | | | | | | | | |
Fair value of stock options that vested | | $ | 439 | | | $ | 698 | | | | | | | | | |
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Restricted stock units: Compensation expense for restricted stock units is based on the Company’s closing stock price on the date of grant and the probability that certain financial goals are achieved over the performance period. Compensation cost is estimated based on expected performance and is adjusted at each reporting period. |
The following table summarizes restricted stock unit activity during the three months ended March 31, 2015: |
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| | Shares | | | Weighted-Average | | | | | | | | | |
Grant Date | | | | | | | | |
Fair Value | | | | | | | | |
Non-vested shares, beginning of the year | | | 35 | | | $ | 17.76 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Vested | | | — | | | | — | | | | | | | | | |
Forfeited | | | (5 | ) | | | 17.76 | | | | | | | | | |
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Non-vested shares, at March 31, 2015 | | | 30 | | | $ | 17.76 | | | | | | | | | |
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Cash-settled performance shares: Cash-settled performance shares will be settled in cash at the end of the performance measurement period and are classified as a liability. Compensation cost is estimated based on expected performance and is adjusted at each reporting period. |
The following table summarizes cash-settled performance share activity during the three months ended March 31, 2015: |
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| | Shares | | | Weighted-Average | | | | | | | | | |
Grant Date | | | | | | | | |
Fair Value | | | | | | | | |
Non-vested shares, beginning of the year | | | 629 | | | $ | 1 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Vested | | | — | | | | — | | | | | | | | | |
Forfeited | | | (98 | ) | | | 1 | | | | | | | | | |
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Non-vested shares, at March 31, 2015 | | | 531 | | | $ | 1 | | | | | | | | | |
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Restricted stock awards: The fair value and compensation cost of restricted stock is calculated using the Company’s closing stock price on the date of grant. |
In January 2015, the Company entered into an Employment Agreement with its Chief Executive Officer. Pursuant to the Employment Agreement, the Company granted the executive 99 fully-vested shares of common stock, subject to a holding period requirement, and recognized $1,530 of expense during the three months ended March 31, 2015. |
The following table summarizes restricted stock activity during the three months ended March 31, 2015: |
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| | Shares | | | Weighted-Average | | | | | | | | | |
Grant Date | | | | | | | | |
Fair Value | | | | | | | | |
Non-vested shares, beginning of the year | | | 60 | | | $ | 15.91 | | | | | | | | | |
Granted | | | 99 | | | | 15.1 | | | | | | | | | |
Vested | | | (99 | ) | | | 15.1 | | | | | | | | | |
Forfeited | | | (10 | ) | | | 17.76 | | | | | | | | | |
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Non-vested shares, at March 31, 2015 | | | 50 | | | $ | 15.53 | | | | | | | | | |
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