Stock-Based Compensation | NOTE 15. STOCK-BASED COMPENSATION EQUITY-CLASSIFIED STOCK COMPENSATION Market Condition Restricted Shares Under the Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”) in September 2010 and January 2011, the Company granted to certain employees restricted shares of the Company’s common stock, which would vest 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 awards that are based on market conditions. 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, 2015, is presented below: Market Condition Non-Vested Restricted Shares Shares Wtd. Grant Date Fair Value Outstanding at December 31, 2014 5,067 $ 23.13 Granted — — Vested — — Forfeited (567 ) 23.13 Outstanding at September 30, 2015 4,500 $ 23.13 As of September 30, 2015, there was approximately $4,000 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 0.2 years. Market Condition Grants of Restricted Shares “Inducement” grants of 96,000 and 17,000 shares of restricted Company 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. As of September 30, 2015, four increments of Mr. Albright’s and Mr. Patten’s grants had vested. Additional “inducement” grants of 2,500 and 3,000 shares of restricted Company common stock were awarded to Mr. Smith and another officer 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 sixty days after termination of employment by the Company without cause), meeting or exceeding the target trailing sixty-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 September 30, 2015, no increments of Mr. Smith’s or the other officer’s grants had vested. A grant of 94,000 shares of restricted Company common stock was awarded to Mr. Albright under the 2010 Plan during the second quarter of 2015. The restricted stock will vest in seven increments based upon the price per share of Company common stock during the term of his employment (or within sixty days after termination of employment by the Company without cause), meeting or exceeding the target trailing thirty-day average closing prices ranging from $60 per share for the first increment to $90 per share for the final increment. If any increment of the restricted shares fails to satisfy the applicable stock price condition prior to January 28, 2021, that increment of the restricted shares will be forfeited. As of September 30, 2015, no increments of this grant had vested. The Company used a Monte Carlo simulation pricing model to determine the fair value of its awards that are based on market conditions. 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. NOTE 15. STOCK-BASED COMPENSATION (continued) A summary of the activity for these awards during the nine months ended September 30, 2015, is presented below: Market Condition Non-Vested Restricted Shares Shares Wtd. Avg. Fair Value Outstanding at December 31, 2014 40,500 $ 15.55 Granted 97,000 36.85 Vested — — Forfeited — — Outstanding at September 30, 2015 137,500 $ 30.58 As of September 30, 2015, there was approximately $2.7 million 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 1.4 years. Three Year Vest Restricted Shares 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. On January 28, 2015, the Company granted to certain employees, which did not include Mr. Albright, 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. 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. A summary of activity during the nine months ended September 30, 2015, is presented below: 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 (2,266 ) 46.59 Outstanding at September 30, 2015 26,900 $ 49.73 As of September 30, 2015, there was approximately $1.0 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 2.1 years. Non-Qualified Stock Option Awards Pursuant to the Non-Qualified Stock Option Award Agreements between the Company and Messrs. Albright, Patten, and Smith, each of these Company employees was granted an option 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 the recipient is 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. NOTE 15. STOCK-BASED COMPENSATION (continued) 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. On February 9, 2015, the Company granted to Mr. Albright an option to purchase 20,000 shares of the Company’s common stock under the 2010 Plan with an exercise price of $57.50. The option vests on January 28, 2016, provided he is an employee of the Company on that date. In addition, any unvested portion of the option will vest upon a change in control. The option expires 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. On May 20, 2015, the Company granted to Mr. Albright an option to purchase 40,000 shares of the Company’s common stock under the 2010 Plan, with an exercise price of $55.62. One-third of the option will vest on each of January 28, 2016, January 28, 2017, and January 28, 2018, provided he is an employee of the Company on such dates. In addition, any unvested portion of the option will vest upon a change in control. The option expires 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. On June 29, 2015, the Company granted to an officer of the Company an option to purchase 10,000 shares of the Company’s common stock under the 2010 Plan, with an exercise price of $57.54. One-third of the option 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 such dates. In addition, any unvested portion of the option will vest upon a change in control. The option expires on the earliest of: (a) June 29, 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. 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. A summary of the activity for the awards during the nine months ended September 30, 2015, is presented below: Non-Qualified Stock Option Awards Shares Wtd. Avg. Ex. Price Wtd. Avg. Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 84,765 $ 34.39 Granted 70,000 56.43 Exercised (16,655 ) 31.32 Forfeited (7,760 ) 34.95 Outstanding at September 30, 2015 130,350 $ 46.58 7.42 $ 419,273 Exercisable at September 30, 2015 38,790 $ 31.40 4.63 $ 713,807 A summary of the non-vested options for these awards during the nine months ended September 30, 2015, is presented below: Non-Qualified Stock Option Awards Shares Fair Value of Shares Vested Non-Vested at December 31, 2014 47,570 Granted 70,000 Vested (18,250 ) $ 618,764 Forfeited (7,760 ) Non-Vested at September 30, 2015 91,560 The weighted average grant date fair value of options granted during the nine months ended September 30, 2015 was approximately $14.12 per share. The total intrinsic value of options exercised during the nine months ended September 30, 2015, was approximately $408,000. As of September 30, 2015, there was approximately $822,000 of unrecognized compensation related to non-qualified, non-vested stock option awards, which will be recognized over a remaining weighted average period of 1.8 years. NOTE 15. STOCK-BASED COMPENSATION (continued) 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, 2015 is presented below: Stock Options Liability-Classified Stock Options Shares Wtd. Avg. Ex. Price Wtd. Avg. Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 35,300 $ 62.47 Granted — — Exercised (3,300 ) 33.16 Forfeited (14,000 ) 66.54 Outstanding at September 30, 2015 18,000 $ 64.69 1.60 $ - Exercisable at September 30, 2015 18,000 $ 64.69 1.60 $ - 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, 2015 was approximately $75,000. All options had vested as of December 31, 2013. Stock Appreciation Rights Liability-Classified Stock Appreciation Rights Shares Wtd. Avg. Fair Value Wtd. Avg. Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 35,300 $ 5.56 Granted — — Exercised (3,300 ) 12.19 Forfeited (14,000 ) 4.84 Outstanding at September 30, 2015 18,000 $ 2.07 1.60 $ - Exercisable at September 30, 2015 18,000 $ 2.07 1.60 $ - The total intrinsic value of stock appreciation rights exercised during the nine months ended September 30, 2015 was approximately $40,000. All stock appreciation rights had vested as of December 31, 2013. 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. NOTE 15. STOCK-BASED COMPENSATION (continued) Following are assumptions used in determining the fair value of stock options and stock appreciation rights: Assumptions at: September 30, 2015 December 31, 2014 Expected Volatility 24.36 % 34.07 % Expected Dividends 0.16 % 0.07 % Expected Term 2 years 2 years Risk-Free Rate 0.41 % 0.78 % There were no stock options or stock appreciation rights granted under the 2001 Plan in the nine months ended September 30, 2015 or 2014. The liability for stock options and stock appreciation rights, valued at fair value, reflected on the consolidated balance sheets at September 30, 2015 and December 31, 2014, was approximately $106,000 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. Amounts recognized in the consolidated financial statements for stock options, stock appreciation rights, and restricted stock are as follows: Three Months Ended Nine Months Ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Total Cost of Share-Based Plans Charged Against Income Before Tax Effect $ 728,833 $ 419,836 $ 1,350,557 $ 1,021,955 Income Tax Expense Recognized in Income $ (281,147 ) $ (161,952 ) $ (520,977 ) $ (394,219 ) |