Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2014 |
Stock-Based Compensation [Abstract] | ' |
Stock-Based Compensation | ' |
2. STOCK-BASED COMPENSATION |
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Stock-based compensation is calculated at fair value as of the date of grant, recorded over the requisite service periods, and included in the salaries and benefits expense line item on the consolidated statements of operations. Stock-based compensation expense amounted to $62,117 and $189,602 for the three and nine months ended September 30, 2014, respectively, compared to $70,638 and $211,201 for the three and nine months ended September 30, 2013, respectively. |
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Board of Directors Stock Option and Restricted Stock Grants |
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The Company’s Stock Plan authorizes annual grants of restricted stock or stock options, or both, as determined by the Board. 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 was subject to restrictions on resale for an additional year. The compensation cost associated with the total grant of 11,820 shares for the nine months ended September 30, 2013 was $62,498. As of September 30, 2014, 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 nine months ended September 30, 2013 was $9,375. As of September 30, 2014, there was no unrecognized compensation cost related to this restricted stock grant. |
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Also, 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 vested after one year and is subject to restrictions on resale for an additional year. The compensation cost associated with the total grant of 17,040 shares for the nine months ended September 30, 2014 and 2013 was $74,976 and $59,981, respectively. As of September 30, 2014, there was no unrecognized compensation cost related to this restricted stock grant. |
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Finally, on June 5, 2014, 2,608 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 $11.50. 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 13,040 shares for the nine months ended September 30, 2014 was $49,987. As of September 30, 2014, there was $99,973 of total unrecognized compensation cost related to this restricted stock grant which is expected to be recognized over 0.7 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 periods presented is summarized below: |
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| | Nine Months Ended |
| | 30-Sep-14 | | 30-Sep-13 |
| | | | | Weighted | | | | | Weighted |
| | | | | Average | | | | | Average |
| | | | | Fair Value | | | | | Fair Value |
| | Grant | | Per Share | | Grant | | Per Share |
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Board restricted stock | | | 13,040 | | $ | 11.50 | | | 18,290 | | $ | 10.52 |
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Total shares | | | 13,040 | | | | | | 18,290 | | | |
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Employee Stock Option Grants |
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On February 25, 2010, 86,500 incentive stock options were granted to employees pursuant to the Company’s Stock Plan 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 nine months ended September 30, 2013 was $47,059. As of September 30, 2014, there was no unrecognized compensation cost related to these stock options. |
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A summary of stock option activity as of September 30, 2014 and changes during the nine months then ended is presented below: |
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| | | | Average | | Remaining | | Aggregate |
| | Number of | | Exercise | | Contractual | | Grant Date |
Stock Options | | Shares | | Price | | Term | | Fair Value |
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Outstanding at January 1, 2014 | | | 271,752 | | $ | 9.99 | | | | | | |
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Granted | | | - | | | - | | | | | | |
Exercised | | | -2,000 | | | 6.57 | | | | | | |
Expired/Forfeited | | | -14,500 | | | 16.78 | | | | | | |
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Outstanding at September 30, 2014 | | | 255,252 | | $ | 9.63 | | | 4.1 Years | | $ | 2,457,912 |
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Exercisable at September 30, 2014 | | | 255,252 | | $ | 9.63 | | | 4.1 Years | | $ | 2,457,912 |
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A summary of stock option activity as of September 30, 2013 and changes during the nine months then ended is presented below: |
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| | | | Average | | Remaining | | Aggregate |
| | Number of | | Exercise | | Contractual | | Grant Date |
Stock Options | | Shares | | Price | | Term | | Fair Value |
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Outstanding at January 1, 2013 | | | 292,267 | | $ | 10.13 | | | | | | |
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Granted | | | - | | | - | | | | | | |
Exercised | | | -3,265 | | | 6.87 | | | | | | |
Expired/Forfeited | | | -15,000 | | | 13.86 | | | | | | |
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Outstanding at September 30, 2013 | | | 274,002 | | $ | 9.97 | | | 4.9 Years | | $ | 2,731,257 |
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Exercisable at September 30, 2013 | | | 274,002 | | $ | 9.97 | | | 4.9 Years | | $ | 2,731,257 |
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Employee Deferred Stock Award Grants |
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On December 13, 2012, 20,500 shares of deferred stock awards were granted to employees pursuant to the Company’s Stock Plan 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 of $172,200 is being recognized as expense over the four-year vesting period. The compensation cost related to these awards included in salaries and benefits expense for the nine months ended September 30, 2014 and 2013 was $32,288 for each period. As of September 30, 2014, there was $95,069 of total unrecognized compensation cost related to these deferred stock awards which is expected to be recognized over 2.2 years. |
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Additionally, on March 18, 2014, 23,500 shares of deferred stock awards were granted to employees pursuant to the Company’s Stock Plan with a price per share equal to the market price on the date of grant of $10.46. The awards vest ratably over a four-year period. The compensation cost associated with this grant of employee awards of $221,844 is being recognized as expense over the four-year vesting period. The compensation cost related to these awards included in salaries and benefits expense for the nine months ended September 30, 2014 was $32,352. As of September 30, 2014, there was $189,492 of total unrecognized compensation cost related to these deferred stock awards which is expected to be recognized over 3.4 years. |
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KSOP Plan |
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During the first quarter of 2013, the Company’s Board of Directors approved an action to combine the Company’s Employee Stock Ownership Plan (the “ESOP”) with the 401(k) Plan to create a KSOP Plan. This KSOP Plan authorizes the Company to issue Company stock to match contributions from its employees should it so choose. This combination became effective on July 15, 2013. No shares were issued as matching contributions to the KSOP during the first nine months of 2014 or calendar year 2013. |
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Employee Stock Purchase Plan |
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On April 3, 1995, the Board of Directors adopted an Employee Stock Purchase Plan (the “ESPP”). The ESPP currently gives employees the right to purchase Company stock at a 10% discount from fair market value at the end of each fiscal quarter. Employees purchased 2,236 and 2,003 shares during the third quarter of 2014 and 2013, respectively. As of September 30, 2014, a total of 265,800 shares have been issued since inception out of the 350,000 shares authorized. |
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Stock Appreciation Rights (“SARs”) |
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As part of the Cooperative Marketing Agreement discussed in Note 7, on June 14, 2012, the Company signed a Stock Appreciation Rights Agreement (the “SAR Agreement”) and issued SARs to non-employees. The SAR Agreement grants rights to the 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 September 30, 2014, 49,500 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 $14.30. SARs have no effect on dilutive shares or shares outstanding as any appreciation of the Company’s common stock value over $14.30 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. |
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The following weighted-average assumptions were used in calculating the fair value of SARs granted during the nine-month periods ended September 30, 2014 and 2013, using the Black-Scholes valuation model; |
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| | 30-Sep-14 | | 30-Sep-13 | | | | | | |
Expected dividend yield | | | 0.00 | % | | 0.00 | % | | | | | |
Expected weighted-average volatility | | | 51.9 | % | | 48.7 | % | | | | | |
Risk-free interest rate | | | 2.35 | % | | 2.49 | % | | | | | |
Expected term of SARs (in years) | | | 8.25 | | | 9.25 | | | | | | |
There have been no exercises of SARs as of September 30, 2014. The total liability of the SARs at September 30, 2014 was $547,287. |
Changes to the Company’s non-vested SARs during the nine months ended September 30, 2014 are as follows: |
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| | SARs | | Weighted Average Fair Value | | | | | | |
Non-vested SARs at December 31, 2013 | | | 132,000 | | $ | 5.41 | | | | | | |
Granted | | | — | | | — | | | | | | |
Vested | | | -16,500 | | | 6.02 | | | | | | |
Cancellations | | | — | | | — | | | | | | |
Non-vested SARs at September 30, 2014 | | | 115,500 | | $ | 5.22 | | | | | | |
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Changes to the Company’s non-vested SARs during the nine months ended September 30, 2013 are as follows: |
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| | SARs | | Weighted Average Fair Value | | | | | | |
Non-vested SARs at December 31, 2012 | | | 148,500 | | $ | 5.24 | | | | | | |
Granted | | | — | | | — | | | | | | |
Vested | | | -16,500 | | | 5.03 | | | | | | |
Cancellations | | | — | | | — | | | | | | |
Non-vested SARs at September 30, 2013 | | | 132,000 | | $ | 5.03 | | | | | | |
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