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Stock-Based Compensation
9 Months Ended
Sep. 30, 2016
Stock-Based Compensation  
Stock-Based Compensation

2.Stock-Based Compensation

 

In May 2010, the Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”) was approved by the Company’s stockholders. The 2010 Plan provided for the issuance of up to 8,000,000 shares of the Company’s common stock. The 2010 Plan allowed a committee of the Board of Directors (the “Compensation Committee”) to grant incentive stock options, non-qualified stock options and restricted stock awards. The Compensation Committee had the authority to determine which employees would receive the awards, the amount of the awards and other terms and conditions of any awards. Awards granted under the 2010 Plan typically were made subject to a vesting period of three to five years.

 

In May 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s stockholders.  With the approval of the 2016 Plan, no further grants will be made under the 2010 Plan.   The 2016 Plan provides for the issuance of up to 9,500,000 shares of the Company’s common stock and permits the grant of awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares and performance units, as well as cash-based awards.  The 2016 Plan is administered by the Compensation Committee.  The Compensation Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. Awards granted under the 2016 Plan typically vest over a period of three to four years.

 

The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of income and comprehensive income (in millions):

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

Stock options

 

$

2.1 

 

$

2.0 

 

$

5.6 

 

$

5.3 

 

Restricted stock awards

 

0.4 

 

0.2 

 

1.2 

 

0.5 

 

Restricted stock units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total stock-based compensation

 

$

2.5 

 

$

2.2 

 

$

6.8 

 

$

5.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2016

 

2015

 

2016

 

2015

 

Costs of product revenue

 

$

0.4 

 

$

0.4 

 

$

1.0 

 

$

0.9 

 

Selling, general and administrative

 

1.7 

 

1.4 

 

4.8 

 

4.0 

 

Research and development

 

0.4 

 

0.4 

 

1.0 

 

0.9 

 

 

 

 

 

 

 

 

 

 

 

Total stock-based compensation

 

$

2.5 

 

$

2.2 

 

$

6.8 

 

$

5.8 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense is recognized on a straight-line basis over the underlying requisite service period of the stock-based award.

 

Stock options to purchase the Company’s common stock are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to five years. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Assumptions for the nine months ended September 30, 2016 and 2015 regarding volatility, expected life, dividend yield and risk-free interest rates are required for the Black-Scholes model and are presented in the table below:

 

 

 

2016

 

2015

 

Risk-free interest rates

 

1.23% - 2.05%

 

1.58% - 1.89%

 

Expected life

 

5.75 - 7.02 years

 

6.0 - 6.25 years

 

Volatility

 

33.57% - 41.60%

 

36.09% - 52.23%

 

Expected dividend yield

 

0.0% - 0.73%

 

0.0% 

 

 

Stock option activity for the nine months ended September 30, 2016 was as follows:

 

 

 

Shares Subject
to Options

 

Weighted
Average
Option Price

 

Weighted
Average
Remaining
Contractual
Term (Yrs)

 

Aggregate
Intrinsic Value
(in millions) (b)

 

Outstanding at December 31, 2015

 

4,637,279

 

$

16.72

 

 

 

 

 

Granted

 

254,042

 

24.66

 

 

 

 

 

Exercised

 

(799,410

)

13.36

 

 

 

 

 

Forfeited

 

(163,037

)

18.99

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2016

 

3,928,874

 

$

17.82

 

6.5

 

$

19.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at September 30, 2016

 

2,370,900

 

$

15.92

 

5.3

 

$

16.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable and expected to vest at September 30, 2016 (a) 

 

3,831,345

 

$

17.75

 

6.4

 

$

19.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(a)

In addition to the options that are vested at September 30, 2016, the Company expects a portion of the unvested options to vest in the future. Options expected to vest in the future are determined by applying an estimated forfeiture rate to the options that are unvested as of September 30, 2016.

(b)

The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $22.65 on September 30, 2016, or the date of exercises, as appropriate, and the exercise price of the underlying stock options.

 

The weighted average fair value of options granted was $9.67 and $7.82 per share for the nine months ended September 30, 2016 and 2015, respectively.

 

The total intrinsic value of options exercised was $10.4 million and $5.1 million for the nine months ended September 30, 2016 and 2015, respectively.

 

Restricted stock award activity for the nine months ended September 30, 2016 was as follows:

 

 

 

Shares Subject
to Restriction

 

Weighted
Average Grant
Date Fair
Value

 

Outstanding at December 31, 2015

 

243,150

 

$

18.58

 

Granted

 

13,105

 

24.80

 

Vested

 

(81,024

)

17.87

 

Forfeited

 

(1,375

)

16.57

 

 

 

 

 

 

 

Outstanding at September 30, 2016

 

173,856

 

$

19.39

 

 

 

 

 

 

 

 

 

The total fair value of restricted stock vested was $1.4 million and $1.0 million for the each of the nine months ended September 30, 2016 and 2015, respectively.

 

Restricted stock unit activity for the nine months ended September 30, 2016 was as follows:

 

 

 

Shares Subject
to Restriction

 

Weighted
Average Grant
Date Fair
Value

 

Outstanding at December 31, 2015

 

 

$

 

Granted

 

8,427 

 

25.95 

 

 

 

 

 

 

 

Outstanding at September 30, 2016

 

8,427 

 

$

25.95 

 

 

 

 

 

 

 

 

 

No restricted stock units vested in the nine months ended September 30, 2016.

 

At September 30, 2016, the Company expects to recognize pre-tax stock-based compensation expense of $11.6 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 2.25 years. The Company expects to recognize additional pre-tax stock-based compensation expense of $2.9 million associated with outstanding restricted stock awards granted under the Company’s stock plans over the weighted average remaining service period of 2.34 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $0.2 million associated with outstanding restricted stock units granted under the 2016 Plan over the weighted average remaining service period of 3.68 years.