Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2013 |
Stock-Based Compensation [Abstract] | ' |
Stock-Based Compensation | ' |
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5.STOCK-BASED COMPENSATION |
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Stock-based compensation is recorded at fair value as of the date of grant and included in the salaries and benefits expense line item on the consolidated statements of operations and amounted to $270,074 and $212,459 for the years ended December 31, 2013 and 2012, respectively. |
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Stock Options: |
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The Company’s 1994 Stock Plan (the “Plan”) provides for the granting of awards in the form of stock options, restricted stock, stock appreciation rights, and deferred stock to key employees and non-employees, including directors of and consultants to the Company and any subsidiary, to purchase up to a maximum of 1,450,000 shares of common stock. The Company currently has 181,140 shares available for grant under the Plan. Options that are granted under the Plan may be either options that qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (Incentive Stock Options), or those that do not qualify as Incentive Stock Options (Non-Qualified Stock Options). The Plan is administered by the Board of Directors which determines the persons who are to receive awards under the Plan, the type of award to be granted, the number of shares subject to each award and, if an option, the exercise price of each option. The Plan also provides for formula grants of Non-Qualified Stock Options to non-employee directors and consultants of the Company. |
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The Plan provides that payment of the exercise price may be made in the form of unrestricted shares of common stock already owned by the optionee. The Company calculates the fair market value of unrestricted shares as the average of the high and low sales prices on the date of exercise. The Company’s common stock is purchased upon the exercise of stock options, and restricted stock awards are settled in shares of the Company’s common stock. |
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Stock option activity related to the Plan during the years ended December 31, 2013 and 2012 is summarized below: |
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| | 2013 | | 2012 | |
| | | | Weighted | | | | Weighted | |
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| | Number of | | Exercise | | Number of | | Exercise | |
| | Shares | | Price | | Shares | | Price | |
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Outstanding at beginning of year | | | 292,267 | | $ | 10.13 | | | 318,002 | | $ | 9.89 | |
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Granted | | | - | | | - | | | - | | | - | |
Exercised | | | -5,515 | | | 7.14 | | | -24,985 | | | 7.09 | |
Expired/Forfeited | | | -15,000 | | | 13.86 | | | -750 | | | 6.76 | |
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Outstanding at end of year | | | 271,752 | | $ | 9.99 | | | 292,267 | | $ | 10.13 | |
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Options exercisable at end of year | | | 271,752 | | $ | 9.99 | | | 272,142 | | $ | 10.27 | |
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The grant-date fair value of options outstanding and exercisable at December 31, 2013 and 2012 was $1,063,000 and $1,115,000, respectively. The weighted average remaining contractual term of these options is 4.9 and 5.2 years, respectively. |
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There were no options granted in 2013 or 2012. The total fair value of options exercised during the years ended December 31, 2013 and 2012 was $13,000 and $74,000, respectively. The total income tax expense (benefit) recognized in the consolidated statements of operations for stock-based compensation arrangements was $1,893 and $(32,458) for 2013 and 2012, respectively. |
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The following table summarizes information concerning all options outstanding and options exercisable as of December 31, 2013: |
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| | | | | Average | | | Weighted | | | | | |
| | | | | Remaining | | | Average | | | | | |
| | | Options | | Contractual | | | Exercise | | Options | | Weighted Average |
Range of Exercise Price | | Outstanding | | Life in Years | | | Price | | Exercisable | | Exercise Price |
$ | 5.00 - 7.50 | | 89,502 | | 5.6 | | $ | 6.23 | | 89,502 | | $ | 6.23 |
$ | 7.51 - 11.25 | | 77,750 | | 6.3 | | $ | 8.34 | | 77,750 | | $ | 8.33 |
$ | 11.26 - 16.50 | | 75,000 | | 4.0 | | $ | 13.45 | | 75,000 | | $ | 13.45 |
$ | 16.51 - 17.25 | | 29,500 | | 0.9 | | $ | 16.94 | | 29,500 | | $ | 16.94 |
| Total | | 271,752 | | 4.9 | | $ | 9.99 | | 271,752 | | $ | 9.99 |
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Board of Directors Stock Option and Restricted Stock Grants |
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Pursuant to Board action taken on April 15, 2011 and shareholder approval on June 2, 2011, the Company’s Stock Plan was amended to authorize annual grants of restricted stock or stock options, or both, as determined by the Board. Pursuant to the amended Stock Plan, on June 2, 2011, 1,000 shares of restricted stock were granted to each of the five non-employee members of the Board of Directors with a price per share equal to the market price on the date of grant of $14.66. The restricted stock vested after one year and was subject to restrictions on resale for an additional year. The compensation cost associated with the total grant of 5,000 shares was $73,300 that was recognized as expense over the one-year vesting period. Also pursuant to the amended Stock Plan, on June 7, 2012, 2,364 shares of restricted stock were granted to each of the five non-employee members of the Board of Directors with a price per share equal to the market price on the date of grant of $12.69. The restricted stock vested after one year and is subject to restrictions on resale for an additional year. The compensation cost associated with the total grant of 11,820 shares was $149,996 and was recognized as expense over the one-year vesting period. As of December 31, 2013, there was no unrecognized compensation cost related to this restricted stock grant. |
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Additionally, on January 4, 2013, 1,250 shares of restricted stock were granted to a newly named non-employee member of the Board of Directors with a price per share equal to the market price on the date of grant of $10.00. The restricted stock vested after one year and is subject to restrictions on resale for an additional year. The compensation cost associated with this restricted stock grant of 1,250 shares for the year ended December 31, 2013 was $12,500. As of December 31, 2013, there was no unrecognized compensation cost related to this restricted stock grant. |
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Finally, on May 30, 2013, 2,840 shares of restricted stock were granted to each of the six non-employee members of the Board of Directors with a price per share equal to the market price on the date of grant of $10.56. The restricted stock will vest 100% after one year and will be subject to restrictions on resale for an additional year. The compensation cost associated with the total grant of 17,040 shares for the year ended December 31, 2013 was $104,966. As of December 31, 2013, there was $74,976 of total unrecognized compensation cost related to this restricted stock grant which is expected to be recognized over 0.4 years. |
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The number of shares that may be issued pursuant to restricted stock granted and the weighted average fair value during the years ended December 31, 2013 and 2012 is summarized below: |
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| | 2013 | | 2012 | |
| | | | | Weighted | | | | | Weighted | |
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| | | | | Fair Value | | | | | Fair Value | |
| | Grant | | Per Share | | Grant | | Per Share | |
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Board restricted stock | | | 18,290 | | $ | 10.52 | | | 11,820 | | $ | 12.69 | |
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Total shares | | | 18,290 | | | | | | 11,820 | | | | |
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Employee Stock Option and Deferred Stock Award Grants |
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On April 23, 2009, 100,000 incentive stock options were granted to employees with an exercise price equal to the market price on the date of grant of $6.00. The stock options vested over a 42-month period and expire in ten years. The compensation cost associated with this grant of employee options was $92,555 and was recognized as expense over the 42-month vesting period. The compensation cost associated with these options included in salaries and benefits expense was $22,037 for the year ended December 31, 2012. As of December 31, 2012, there was no unrecognized compensation cost related to these stock options. |
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Additionally, on February 25, 2010, 86,500 incentive stock options were granted to employees with an exercise price equal to the market price on the date of grant of $8.28. The options vested over a 42-month period and expire in ten years. The compensation cost associated with this grant of employee options was $282,355 and was recognized as expense over the 42-month vesting period. The compensation cost associated with these options included in salaries and benefits expense for the years ended December 31, 2013 and 2012 was $47,059 and $70,589, respectively. As of December 31, 2013, there was no unrecognized compensation cost related to these stock options. |
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Finally, on December 13, 2012, 20,500 shares of deferred stock awards were granted to employees with a price per share equal to the market price on the date of grant of $9.84. The awards vest ratably over a four-year period. The compensation cost associated with this grant of employee awards is $172,200 to be recognized as expense over the four-year vesting period. The compensation cost related to these awards included in salaries and benefits expense for the years ended December 31, 2013 and 2012 was $43,050 and $1,794, respectively. As of December 31, 2013, there was $127,356 of total unrecognized compensation cost related to these deferred stock awards which is expected to be recognized over 3.0 years. |
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Stock Appreciation Rights (“SARs”) |
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As part of the Cooperative Marketing Agreement discussed in Note 13, on June 14, 2012, the Company signed a Stock Appreciation Rights Agreement (the “SAR Agreement”) and issued SARs to non-employees. The SAR Agreement granted rights to non-employees to benefit from the appreciation in the value of 165,000 shares of Company common stock above $14.30 per share, a price agreed upon by the two parties. Each right represents the right to be paid the appreciation in the value of one share of stock above $14.30. Ten percent of the rights (16,500 rights) vested immediately and the remaining rights vest at the rate of 16,500 per year beginning in January 2013. As of December 31, 2013, 33,000 rights had vested. The SAR Agreement provides for the cash payment of the excess of the fair market value of Canterbury Park Holding Corporation’s common stock price on the date of exercise over the grant price. SARs have no effect on dilutive shares or shares outstanding as any appreciation of the Company’s common stock value over the grant price is paid in cash and not in common stock. The SAR Agreement and all rights granted expire on December 31, 2022. |
The fair value of SARs is revalued (mark-to-market) each reporting period using the Black-Scholes valuation model based on the Company’s period-end stock price. The expected term of the SARs granted is based on the contractual term. Expected volatility is based on the historical volatility of the Company’s stock for the length of time corresponding to the expected term of the SARs. The expected dividend yield is based on the Company’s anticipated dividend payments. The risk-free interest rate is based on the U.S. treasury yield curve in effect as of the reporting date for the length of time corresponding to the expected term of the SARs. |
The following weighted-average assumptions were used in calculating the fair value of SARs granted during the years ended December 31, 2013 and 2012, using the Black-Scholes valuation model: |
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| | | 2013 | | | 2012 | | | | | | | |
Expected dividend yield | | | 0.00 | % | | 0.00 | % | | | | | | |
Expected weighted-average volatility | | | 49.5 | % | | 47.8 | % | | | | | | |
Risk-free interest rate | | | 2.84 | % | | 1.65 | % | | | | | | |
Expected term of SARs (in years) | | | 9.00 | | | 10.25 | | | | | | | |
There were no exercises during the years ended December 31, 2013 or 2012. The total liability of the SARs at December 31, 2013 was $467,380. |
Changes to the Company’s non-vested SARs during the years ended December 31, 2013 and 2012, are as follows: |
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| | SARs | | Weighted Average Fair Value | | | | | | | |
Non-vested SARs at December 31, 2011 | | | — | | $ | — | | | | | | | |
Granted | | | 165,000 | | | 4.72 | | | | | | | |
Vested | | | -16,500 | | | 4.72 | | | | | | | |
Cancellations | | | — | | | — | | | | | | | |
Non-vested SARs at December 31, 2012 | | | 148,500 | | $ | 5.24 | | | | | | | |
Granted | | | — | | | — | | | | | | | |
Vested | | | -16,500 | | | 5.03 | | | | | | | |
Cancellations | | | — | | | — | | | | | | | |
Non-vested SARs at December 31, 2013 | | | 132,000 | | $ | 5.41 | | | | | | | |
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