Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2015 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 15. 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, 2015, is presented below: |
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Market Condition Non-Vested Restricted Shares | | Shares | | | Wtd. Avg. | | | | | | | | | |
Grant Date | | | | | | | | |
Fair Value | | | | | | | | |
Outstanding at December 31, 2014 | | | 5,067 | | | $ | 23.13 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Vested | | | — | | | | — | | | | | | | | | |
Forfeited | | | (567 | ) | | | 23.13 | | | | | | | | | |
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Outstanding at March 31, 2015 | | | 4,500 | | | $ | 23.13 | | | | | | | | | |
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As of March 31, 2015, there was approximately $13,000 of unrecognized compensation cost, adjusted for forfeitures, related to market condition non-vested restricted shares, which will be recognized over a remaining weighted average period of 0.6 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 ninety days after termination of employment by the Company without cause), meeting or exceeding the target trailing ninety-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. As of March 31, 2015, four increments of Mr. Albright’s and Mr. Patten’s grants had vested. |
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Additional “inducement” grants of 2,500 and 3,000 shares of restricted Company common stock were awarded to Mr. Smith and another senior executive, under the 2010 Plan, during the fourth quarter of 2014 and the first quarter of 2015, respectively. The restricted stock will vest in two increments based upon the price per share of Company common stock during the term of their employment (or within 60 days after termination of employment by the Company without cause), meeting or exceeding the target trailing 60-day average closing prices of $60 per share and $65 per share for the two increments. 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. As of March 31, 2015 no increments of Mr. Smith’s or the other senior executive’s grants had vested. |
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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 the activity for these awards during the three months ended March 31, 2015, is presented below: |
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Market Condition Non-Vested Restricted Shares | | Shares | | | Wtd. Avg. | | | | | | | | | |
Fair Value | | | | | | | | |
Outstanding at December 31, 2014 | | | 40,500 | | | $ | 15.55 | | | | | | | | | |
Granted | | | 3,000 | | | | 46.81 | | | | | | | | | |
Vested | | | — | | | | — | | | | | | | | | |
Forfeited | | | — | | | | — | | | | | | | | | |
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Outstanding at March 31, 2015 | | | 43,500 | | | $ | 17.7 | | | | | | | | | |
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As of March 31, 2015, there was approximately $175,000 of unrecognized compensation cost, adjusted for estimated forfeitures, related to market condition non-vested restricted shares, which will be recognized over a remaining 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 restricted shares 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 restricted shares will vest upon a change in control. |
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On January 28, 2015, the Company granted to certain employees 11,700 shares of non-vested restricted stock under the 2010 Plan. Additionally, on February 9, 2015, the Company granted 8,000 shares of non-vested restricted stock to Mr. Albright under the 2010 Plan. One-third of both awards of restricted shares will vest on each of the first, second, and third anniversaries of the January 28, 2015 grant date, provided the grantee is an employee of the Company on those dates. In addition, any unvested portion of the restricted shares 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, 2015, 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, 2014 | | | 14,200 | | | $ | 36.08 | | | | | | | | | |
Granted | | | 19,700 | | | | 55.93 | | | | | | | | | |
Vested | | | (4,734 | ) | | | 36.08 | | | | | | | | | |
Forfeited | | | (833 | ) | | | 48 | | | | | | | | | |
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Outstanding at March 31, 2015 | | | 28,333 | | | $ | 49.53 | | | | | | | | | |
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As of March 31, 2015, there was approximately $1.3 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the three year vest non-vested restricted shares, which will be recognized over a remaining weighted average period of 2.6 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, Mr. Patten, and Mr. Smith, Mr. Albright, Mr. Patten, and Mr. Smith were granted options to purchase 50,000, 10,000, and 10,000 shares of Company common stock, in 2011, 2012, and 2014, 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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On February 9, 2015, the Company granted options to purchase 20,000 shares of the Company’s common stock under the 2010 Plan to Mr. Albright, with an exercise price of $57.50. The options vest on January 28, 2016, provided he is an employee of the Company on that date. In addition, any unvested portion of the options will vest upon a change in control. The options expire on the earliest of: (a) January 28, 2025; (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, 2015, 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, 2014 | | | 84,765 | | | $ | 34.39 | | | | | | | | | |
Granted | | | 20,000 | | | | 57.5 | | | | | | | | | |
Exercised | | | (1,650 | ) | | | 34.95 | | | | | | | | | |
Forfeited | | | (4,870 | ) | | | 34.95 | | | | | | | | | |
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Outstanding at March 31, 2015 | | | 98,245 | | | $ | 39.05 | | | | 6.2 | | | $ | 2,024,409 | |
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Exercisable at March 31, 2015 | | | 50,395 | | | $ | 31.39 | | | | 5.01 | | | $ | 1,424,461 | |
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A summary of the non-vested options for these awards during the three months ended March 31, 2015, is presented below: |
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Non-Qualified Stock Option Awards | | Shares | | | Fair Value | | | | | | | | | |
of Shares | | | | | | | | |
Vested | | | | | | | | |
Non-Vested at December 31, 2014 | | | 47,570 | | | | | | | | | | | | | |
Granted | | | 20,000 | | | | | | | | | | | | | |
Vested | | | (14,850 | ) | | $ | 519,008 | | | | | | | | | |
Forfeited | | | (4,870 | ) | | | | | | | | | | | | |
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Non-Vested at March 31, 2015 | | | 47,850 | | | | | | | | | | | | | |
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The weighted average grant date fair value of options granted during the three months ended March 31, 2015 was approximately $14.22 per share. The total intrinsic value of options exercised during the three months ended March 31, 2015, was approximately $32,000. As of March 31, 2015, there was approximately $437,000 of unrecognized compensation related to non-qualified, non-vested stock option awards, which will be recognized over a remaining weighted average period of 1.1 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, 2015 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, 2014 | | | 35,300 | | | $ | 62.47 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | (2,500 | ) | | | 33.16 | | | | | | | | | |
Forfeited | | | (14,000 | ) | | | 66.54 | | | | | | | | | |
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Outstanding at March 31, 2015 | | | 18,800 | | | $ | 63.35 | | | | 2.17 | | | $ | 76,640 | |
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Exercisable at March 31, 2015 | | | 18,800 | | | $ | 63.35 | | | | 2.17 | | | $ | 76,640 | |
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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 three months ended March 31, 2015 was approximately $56,000. All options were 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, 2014 | | | 35,300 | | | $ | 5.56 | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | (2,500 | ) | | | 15.58 | | | | | | | | | |
Forfeited | | | (14,000 | ) | | | 4.84 | | | | | | | | | |
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Outstanding at March 31, 2015 | | | 18,800 | | | $ | 5.92 | | | | 2.17 | | | $ | 41,268 | |
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Exercisable at March 31, 2015 | | | 18,800 | | | $ | 5.92 | | | | 2.17 | | | $ | 41,268 | |
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The total intrinsic value of stock appreciation rights exercised during the three months ended March 31, 2015 was approximately $30,000. 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, | | | | | | | | | |
2015 | 2014 | | | | | | | | |
Expected Volatility | | | 33.31 | % | | | 34.07 | % | | | | | | | | |
Expected Dividends | | | 0.13 | % | | | 0.07 | % | | | | | | | | |
Expected Term | | | 2 years | | | | 2 years | | | | | | | | | |
Risk-Free Rate | | | 0.67 | % | | | 0.78 | % | | | | | | | | |
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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, 2015 or 2014. The liability for stock options and stock appreciation rights, valued at fair value, reflected on the consolidated balance sheets at March 31, 2015 and December 31, 2014, was approximately $318,000 and $560,000, 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, | | | | | | | | | |
2015 | 2014 | | | | | | | | |
Total Cost of Share-Based Plans Charged | | | | | | | | | | | | | | | | |
Against Income Before Tax Effect | | $ | 75,352 | | | $ | 291,092 | | | | | | | | | |
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Income Tax Expense | | | | | | | | | | | | | | | | |
Recognized in Income | | $ | (29,067 | ) | | $ | (112,289 | ) | | | | | | | | |
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