STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2014 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
STOCK-BASED COMPENSATION | ' |
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NOTE 16. STOCK-BASED COMPENSATION |
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EQUITY-CLASSIFIED STOCK COMPENSATION |
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Market Condition Restricted Shares |
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Under the Amended and Restated 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. |
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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. |
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A summary of activity during the three months ended March 31, 2014, is presented below: |
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Market Condition Non-Vested Restricted Shares | | Shares | | | Wtd. Avg. | | | | | | | | | |
Grant Date | | | | | | | | |
Fair Value | | | | | | | | |
Outstanding at December 31, 2013 | | | 5,067 | | | $ | 23.13 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Vested | | | — | | | | — | | | | | | | | | |
Forfeited/Expired | | | — | | | | — | | | | | | | | | |
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Outstanding at March 31, 2014 | | | 5,067 | | | $ | 23.13 | | | | | | | | | |
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As of March 31, 2014, there was approximately $38,000 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 1.6 years. |
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Market Condition Inducement Grant of Restricted Shares |
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Inducement grants of 96,000 and 17,000 restricted shares of the Company’s common stock were awarded to Mr. Albright and Mr. Patten in 2011 and 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 per share for the first increment to $65 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. |
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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. |
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During the three months ended March 31, 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. |
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A summary of the activity for these awards during the three months ended March 31, 2014, is presented below: |
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Market Condition Non-Vested Restricted Shares | | Shares | | | Wtd. Avg. | | | | | | | | | |
Fair Value | | | | | | | | |
Outstanding at December 31, 2013 | | | 94,500 | | | $ | 17.33 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Vested | | | — | | | | — | | | | | | | | | |
Forfeited/Expired | | | — | | | | — | | | | | | | | | |
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Outstanding at March 31, 2014 | | | 94,500 | | | $ | 17.33 | | | | | | | | | |
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As of March 31, 2014, there was approximately $108,000 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 0.4 years. |
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Three Year Vest Restricted Shares |
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On January 22, 2014, the Company granted to certain employees 14,500 shares of non-vested restricted stock under the 2010 Plan. One-third of the options will vest on each of the first, second, and third anniversaries of the grant date, 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. |
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The Company’s determination of the fair value of the three year vest restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date, less the present value of expected dividends during the vesting period. Compensation cost is recognized on a straight-line basis over the vesting period. |
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A summary of activity during the three months ended March 31, 2014, is presented below: |
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Three Year Vest - Non-Vested Restricted Shares | | Shares | | | Wtd. Avg. | | | | | | | | | |
Fair Value | | | | | | | | |
Per Share | | | | | | | | |
Outstanding at December 31, 2013 | | | — | | | $ | — | | | | | | | | | |
Granted | | | 14,500 | | | | 36.08 | | | | | | | | | |
Vested | | | — | | | | — | | | | | | | | | |
Forfeited/Expired | | | — | | | | — | | | | | | | | | |
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Outstanding at March 31, 2014 | | | 14,500 | | | $ | 36.08 | | | | | | | | | |
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As of March 31, 2014, there was approximately $489,000 of unrecognized compensation cost, adjusted for estimated forfeitures, related to the three year vest non-vested restricted shares, which will be recognized over a weighted average period of 2.8 years. |
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Non-Qualified Stock Option Awards |
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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, in 2011 and 2012, respectively, under the 2010 Plan with an exercise price per share equal to the fair market value on their respective grant dates. 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. |
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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 per share 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. |
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The Company used the Black-Scholes valuation pricing model to determine the fair value of its non-qualified stock option awards. The determination of the fair value of the awards is affected by the stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the term of the awards, annual dividends, and a risk-free interest rate assumption. |
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A summary of the activity for the awards during the three months ended March 31, 2014, is presented below: |
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Non-Qualified Stock Option Awards | | Shares | | | Wtd. Avg. | | | Wtd. Avg. | | | Aggregate | |
Ex. Price | Remaining | Intrinsic |
| Contractual | Value |
| Term | |
| (Years) | |
Outstanding at December 31, 2013 | | | 94,500 | | | $ | 32.21 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | — | | | | — | | | | | | | | | |
Expired | | | — | | | | — | | | | | | | | | |
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Outstanding at March 31, 2014 | | | 94,500 | | | $ | 32.21 | | | | 5.51 | | | $ | 762,460 | |
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Exercisable at March 31, 2014 | | | 36,630 | | | $ | 31.72 | | | | 5.78 | | | $ | 313,576 | |
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A summary of the non-vested options for these awards during the three months ended March 31, 2014, is presented below: |
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Non-Qualified Stock Option Awards | | Shares | | | Vested | | | | | | | | | |
Non-Vested at December 31, 2013 | | | 74,700 | | | | | | | | | | | | | |
Granted | | | — | | | | | | | | | | | | | |
Vested | | | (16,830 | ) | | $ | (588,209 | ) | | | | | | | | |
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Non-Vested at March 31, 2014 | | | 57,870 | | | | | | | | | | | | | |
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As of March 31, 2014, there was approximately $295,000 of unrecognized compensation related to non-qualified, non-vested stock option awards, which will be recognized over a weighted average period of 1.2 years. |
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LIABILITY-CLASSIFIED STOCK COMPENSATION |
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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. |
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A summary of share option activity under the 2001 Plan for the three months ended March 31, 2014 is presented below: |
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Stock Options |
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Liability-Classified Stock Options | | Shares | | | Wtd. Avg. | | | Wtd. Avg. | | | Aggregate | |
Ex. Price | Remaining | Intrinsic |
| Contractual | Value |
| Term | |
| (Years) | |
Outstanding at December 31, 2013 | | | 53,800 | | | $ | 53.99 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | — | | | | — | | | | | | | | | |
Forfeited/Expired | | | — | | | | — | | | | | | | | | |
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Outstanding at March 31, 2014 | | | 53,800 | | | $ | 53.99 | | | | 3.38 | | | $ | 106,800 | |
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Exercisable at March 31, 2014 | | | 53,800 | | | $ | 53.99 | | | | 3.38 | | | $ | 106,800 | |
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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. No options were exercised during the three months ended March 31, 2014. All options had vested as of December 31, 2013. |
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Stock Appreciation Rights |
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Liability-Classified Stock Appreciation Rights | | Shares | | | Wtd. Avg. | | | Wtd. Avg. | | | Aggregate | |
Fair Value | Remaining | Intrinsic |
| Contractual | Value |
| Term | |
| (Years) | |
Outstanding at December 31, 2013 | | | 53,800 | | | $ | 1.61 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | — | | | | — | | | | | | | | | |
Expired | | | — | | | | — | | | | | | | | | |
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Outstanding at March 31, 2014 | | | 53,800 | | | $ | 2.26 | | | | 3.38 | | | $ | 57,508 | |
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Exercisable at March 31, 2014 | | | 53,800 | | | $ | 2.26 | | | | 3.38 | | | $ | 57,508 | |
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No stock appreciation rights were exercised during the three months ended March 31, 2014. All stock appreciation rights had vested as of December 31, 2013. |
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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. |
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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. |
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The Company issues new, previously unissued, shares as options are exercised. |
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Following are assumptions used in determining the fair value of stock options and stock appreciation rights: |
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Assumptions at: | | March 31, | | | December 31, | | | | | | | | | |
2014 | 2013 | | | | | | | | |
Expected Volatility | | | 20.79 | % | | | 23.07 | % | | | | | | | | |
Expected Dividends | | | 0.1 | % | | | 0.11 | % | | | | | | | | |
Expected Term | | | 3 years | | | | 3 years | | | | | | | | | |
Risk-Free Rate | | | 1.08 | % | | | 1.21 | % | | | | | | | | |
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There were no stock options or stock appreciation rights granted under the 2001 Plan in the three months ended March 31, 2014 or 2013. |
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The liability for stock options and stock appreciation rights, valued at fair value, reflected on the consolidated balance sheets at March 31, 2014 and December 31, 2013, was approximately $348,000 and $248,000, respectively. These fair value measurements are based on Level 2 inputs based on Black-Scholes and market implied volatility. The Black-Scholes determination of fair value is affected by variables including stock price, expected stock price volatility over the term of the awards, annual dividends, and a risk-free interest rate assumption. |
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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 | | | | | | | | | |
| | March 31, | | | March 31, | | | | | | | | | |
2014 | 2013 | | | | | | | | |
Total Cost of Share-Based Plans Charged | | | | | | | | | | | | | | | | |
Against Income Before Tax Effect | | $ | 291,092 | | | $ | 444,416 | | | | | | | | | |
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Income Tax Expense | | | | | | | | | | | | | | | | |
Recognized in Income | | $ | (112,289 | ) | | $ | (171,433 | ) | | | | | | | | |
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