Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Stock-Based Compensation | ' |
NOTE 8. STOCK-BASED COMPENSATION |
EQUITY-CLASSIFIED STOCK COMPENSATION |
Market Condition Restricted Shares |
Under the 2010 Equity Incentive Plan (the “2010 Plan”), the Company granted to certain employees non-vested restricted stock, which vests upon the achievement of certain market conditions, including thresholds relating to the Company’s total shareholder return as compared to the total shareholder return of a certain peer group during a five-year performance period. |
The Company used a Monte Carlo simulation pricing model to determine the fair value of its market condition based awards. The determination of the fair value of market condition-based awards is affected by the Company’s stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the requisite performance term of the awards, the relative performance of the Company’s stock price and shareholder returns to companies in its peer group, annual dividends, and a risk-free interest rate assumption. Compensation cost is recognized regardless of the achievement of the market conditions, provided the requisite service period is met. |
A summary of activity during the nine months ended September 30, 2013, is presented below: |
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Market Condition Non-Vested Restricted Shares | | Shares | | | Wtd. Avg. | | | | | | | | | |
Grant Date | | | | | | | | |
Fair Value | | | | | | | | |
Outstanding at December 31, 2012 | | | 7,900 | | | $ | 23.13 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Vested | | | — | | | | — | | | | | | | | | |
Forfeited | | | (2,833 | ) | | | 23.13 | | | | | | | | | |
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Outstanding at September 30, 2013 | | | 5,067 | | | $ | 23.13 | | | | | | | | | |
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As of September 30, 2013, there was approximately $50,000 of unrecognized compensation cost, adjusted for forfeitures, related to market condition non-vested restricted shares, which will be recognized over a weighted average period of 2.1 years. |
Market Condition Inducement Grant of Restricted Shares |
Inducement grants of 96,000 and 17,000 restricted shares of the Company’s common stock were awarded to the Company’s President and Chief Executive Officer, Mr. John P. Albright and the Company’s Senior Vice President and Chief Financial Officer, Mr. Mark E. Patten on August 1, 2011 and April 16, 2012, respectively. Mr. Albright’s restricted shares were granted outside of the 2010 Plan while Mr. Patten’s restricted shares were awarded under the 2010 Plan. The Company filed a registration statement with the Securities and Exchange Commission on Form S-8 to register the resale of Mr. Albright’s restricted stock award. The restricted shares will vest in six increments based upon the price per share of the Company’s common stock during the term of their employment (or within sixty days after termination of employment by the Company without cause), meeting or exceeding the target trailing sixty-day average closing prices ranging from $36.00 per share for the first increment to $65.00 per share for the final increment. If any increment of the restricted shares fails to satisfy the applicable stock price condition prior to six years from the grant date, that increment of the restricted shares will be forfeited. |
During the nine months ended September 30, 2013, the closing price per share of the Company’s common stock on a sixty-day trading average reached $36.00, and as a result, 16,000 shares and 2,500 shares vested for Mr. Albright and Mr. Patten, respectively. |
A summary of the activity for both awards during the nine months ended September 30, 2013, is presented below: |
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| | Shares | | | Wtd. Avg. | | | | | | | | | |
Fair Value | | | | | | | | |
Outstanding at December 31, 2012 | | | 113,000 | | | $ | 18.4 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Vested | | | (18,500 | ) | | | 23.89 | | | | | | | | | |
Forfeited | | | — | | | | — | | | | | | | | | |
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Outstanding at September 30, 2013 | | | 94,500 | | | $ | 17.33 | | | | | | | | | |
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As of September 30, 2013, there was approximately $263,000 of unrecognized compensation cost, adjusted for estimated forfeitures, related to market condition non-vested restricted shares, which will be recognized over a weighted average period of 0.8 years. |
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Non-Qualified Stock Option Awards |
Pursuant to the Non-Qualified Stock Option Award Agreements between the Company and Mr. Albright and Mr. Patten, Mr. Albright and Mr. Patten were granted options to purchase 50,000 and 10,000 shares of Company common stock, respectively, under the 2010 Plan with an exercise price per share equal to the fair market value on their respective grant dates of August 1, 2011 and April 16, 2012. One-third of the options will vest on each of the first, second, and third anniversaries of their respective grant dates, provided they are an employee of the Company on those dates. In addition, any unvested portion of the options will vest upon a change in control. The options expire on the earliest of: (a) the tenth anniversary of the grant date; (b) twelve months after the employee’s death or termination for disability; or (c) thirty days after the termination of employment for any reason other than death or disability. |
On January 23, 2013, the Company granted options to purchase 51,000 shares of the Company’s common stock under the 2010 Plan to certain employees of the Company, including 10,000 shares to Mr. Patten, with an exercise price of $34.95 per share, which was equal to the fair market value at the date of grant. One-third of these options will vest on each of the first, second, and third anniversaries of the grant date, provided the recipient is an employee of the Company on those dates. Any unvested portion of the options will vest upon a change in control. The options expire on the earliest of: (a) the fifth anniversary of the grant date; (b) twelve months after the employee’s death or termination for disability; or (c) thirty days after the termination of employment for any reason other than death or disability. |
A summary of the activity for the awards during the nine months ended September 30, 2013, is presented below: |
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| | Shares | | | Wtd. Avg. | | | Wtd. Avg. | | | Aggregate | |
Ex. Price | Remaining | Intrinsic |
| Contractual | Value |
| Term | |
| (Years) | |
Outstanding at December 31, 2012 | | | 60,000 | | | $ | 28.97 | | | | | | | | | |
Granted | | | 51,000 | | | | 34.95 | | | | | | | | | |
Exercised | | | (16,500 | ) | | | 28.9 | | | | | | | | | |
Expired | | | — | | | | — | | | | | | | | | |
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Outstanding at September 30, 2013 | | | 94,500 | | | $ | 32.21 | | | | 6.01 | | | $ | 593,305 | |
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Exercisable at September 30, 2013 | | | 19,800 | | | $ | 28.97 | | | | 7.95 | | | $ | 188,430 | |
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The weighted-average grant-date fair value of options granted during the nine months ended September 30, 2013 was $6.58. The total intrinsic value of options exercised during the nine months ended September 30, 2013 was $166,850. As of September 30, 2013, there was approximately $419,000 of unrecognized compensation related to non-qualified, non-vested stock option awards, which will be recognized over a weighted average period of 1.7 years. |
LIABILITY-CLASSIFIED STOCK COMPENSATION |
The Company previously had a stock option plan (the “2001 Plan”) pursuant to which 500,000 shares of the Company’s common stock were eligible for issuance. The 2001 Plan expired in 2010, and no new stock options may be issued under the 2001 Plan. Under the 2001 Plan, both stock options and stock appreciation rights were issued in prior years and such issuances were deemed to be liability-classified awards under the Share-Based Payment Topic of FASB ASC. |
A summary of share option activity under the 2001 Plan for the nine months ended September 30, 2013 is presented below: |
Stock Options |
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| | Shares | | | Wtd. Avg. | | | Wtd. Avg. | | | Aggregate | |
Ex. Price | Remaining | Intrinsic |
| Contractual | Value |
| Term | |
| (Years) | |
Outstanding at December 31, 2012 | | | 80,800 | | | $ | 52.43 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | (9,200 | ) | | | 30.06 | | | | | | | | | |
Expired | | | (15,400 | ) | | | 63.58 | | | | | | | | | |
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Outstanding at September 30, 2013 | | | 56,200 | | | $ | 53.03 | | | | 3.65 | | | $ | 96,390 | |
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Exercisable at September 30, 2013 | | | 56,200 | | | $ | 53.03 | | | | 3.65 | | | $ | 96,390 | |
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In connection with the grant of non-qualified stock options, a stock appreciation right for each share covered by the option was also granted. The stock appreciation right entitles the optionee to receive a supplemental payment, which may be paid in whole or in part in cash or in shares of common stock, equal to a portion of the spread between the exercise price and the fair market value of the underlying shares at the time of exercise. The total intrinsic value of options exercised during the nine months ended September 30, 2013 was $72,008. |
Stock Appreciation Rights |
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| | Shares | | | Wtd. Avg. | | | Wtd. Avg. | | | Aggregate | |
Fair Value | Remaining | Intrinsic |
| Contractual | Value |
| Term | |
| (Years) | |
Outstanding at December 31, 2012 | | | 80,800 | | | $ | 1.12 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | (9,200 | ) | | | 5.04 | | | | | | | | | |
Expired | | | (15,400 | ) | | | 0.76 | | | | | | | | | |
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Outstanding at September 30, 2013 | | | 56,200 | | | $ | 2.16 | | | | 3.65 | | | $ | 51,902 | |
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Exercisable at September 30, 2013 | | | 56,200 | | | $ | 2.16 | | | | 3.65 | | | $ | 51,902 | |
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The total intrinsic value of stock appreciation rights exercised during the nine months ended September 30, 2013 was $38,774. |
The fair value of each share option and stock appreciation right is estimated on the measurement date using the Black-Scholes option pricing model based on assumptions noted in the following table. Expected volatility is based on the historical volatility of the Company and other factors. The Company has elected to use the simplified method of estimating the expected term of the options and stock appreciation rights. Due to the small number of employees included in the 2001 Plan, the Company uses the specific identification method to estimate forfeitures and includes all participants in one group. The risk-free rate for periods within the contractual term of the share option is based on the U.S. Treasury rates in effect at the time of measurement. The Company issues new, previously unissued, shares as options are exercised. |
Following are assumptions used in determining the fair value of stock options and stock appreciation rights: |
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Assumptions at: | | September 30, | | | December 31, | | | | | | | | | |
2013 | 2012 | | | | | | | | |
Expected Volatility | | | 24.08 | % | | | 24.34 | % | | | | | | | | |
Expected Dividends | | | 0.1 | % | | | 0.13 | % | | | | | | | | |
Expected Term | | | 3 years | | | | 3 years | | | | | | | | | |
Risk-Free Rate | | | 0.93 | % | | | 0.39 | % | | | | | | | | |
There were no stock options or stock appreciation rights granted under the 2001 Plan in the nine months ended September 30, 2013 or in the year ended December 31, 2012. |
The liability for stock options and stock appreciation rights, valued at fair value, reflected on the consolidated balance sheets at September 30, 2013 and December 31, 2012, was $346,418 and $265,311, respectively. These fair value measurements are based on quoted prices in active markets (Level 1 Inputs). |
Amounts recognized in the consolidated financial statements for stock options, stock appreciation rights, and restricted stock are as follows: |
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| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | | | September 30, | | | September 30, | |
2013 | 2012 | 2013 | 2012 |
Total Cost of Share-Based Plans Charged | | | | | | | | | | | | | | | | |
Against Income Before Tax Effect | | $ | 251,210 | | | $ | 446,679 | | | $ | 852,536 | | | $ | 870,304 | |
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Income Tax Expense | | | | | | | | | | | | | | | | |
Recognized in Income | | $ | (96,904 | ) | | $ | (172,306 | ) | | $ | (328,866 | ) | | $ | (335,720 | ) |
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