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EQUITY AND SHARE-BASED COMPENSATION
3 Months Ended
Mar. 31, 2014
EQUITY AND SHARE-BASED COMPENSATION  
EQUITY AND SHARE-BASED COMPENSATION

NOTE 13 — EQUITY AND SHARE-BASED COMPENSATION

 

Stock Repurchase Plan

 

On February 28, 2014, our shareholders approved a new stock repurchase program, which replaced the previous stock repurchase program.  Under the program, we are authorized to purchase up to 3.4 million shares of our common stock, based on a limit of 15% of the outstanding shares of common stock on the date of approval, in the open market, at a minimum price of $1.00 per share and a maximum price of $500.00 per share.  This is in addition to amounts previously purchased under the prior programs.  From authorization of the previous programs through March 31, 2014, we have purchased approximately 4.1 million shares of our common stock in the open market at an average price of $66.79 per share.  We purchased 0.3 million shares of common stock at an average price of $109.97 per share during the three months ended March 31, 2014 and 0.3 million shares at an average price of $82.58 per share during the three months ended March 31, 2013. As of March 31, 2014, approximately 3.3 million shares of common stock remain available for repurchase under the new program. Luxembourg law also limits share repurchases to approximately the balance of Altisource Portfolio Solutions S.A. (unconsolidated parent company) retained earnings, less the value of shares repurchased.  As of March 31, 2014, approximately $15 million was available to repurchase our common stock under Luxembourg law.  Our senior secured term loan also limits the amount we can spend on share repurchases in any year and may prevent repurchases in certain circumstances.  As of March 31, 2014, approximately $95 million was available to repurchase our common stock under our senior secured term loan.

 

Share-Based Compensation

 

We issue share-based awards in the form of stock options and certain other equity-based awards for certain employees and officers.  We recorded share-based compensation expense of $0.7 million and $1.4 million for the three months ended March 31, 2014 and 2013, respectively.

 

Outstanding share-based compensation currently consists primarily of stock option grants that are a combination of service-based and market-based options.

 

Service-Based Options.  These options are granted at fair value on the date of grant. The options generally vest over four years with equal annual cliff-vesting and expire on the earlier of 10 years after the date of grant or following termination of service. A total of 0.7 million service-based awards were outstanding at March 31, 2014.

 

Market-Based Options.  These option grants have two components each of which vest only upon the achievement of certain criteria. The first component, which we refer to internally as “ordinary performance” grants, consists of two-thirds of the market-based grant and begins to vest if the stock price is at least double the exercise price, as long as the stock price realizes a compounded annual gain of at least 20% over the exercise price. The remaining third of the market-based options, which we refer to internally as “extraordinary performance” grants, begins to vest if the stock price is at least triple the exercise price, as long as the stock price realizes a compounded annual gain of at least 25% over the exercise price. The vesting schedule for all market-based awards is 25% upon achievement of the criteria and the remaining 75% in three equal annual installments. A total of 1.8 million market-based awards were outstanding at March 31, 2014.

 

There were no options granted during the three months ended March 31, 2014.  The Company granted less than 0.1 million stock options (at a weighted average exercise price of $88.56 per share) during the three months ended March 31, 2013.

 

The fair value of the service-based options was determined using the Black-Scholes option pricing model, and a lattice (binomial) model was used to determine the fair value of the market-based options, using the following assumptions as of the grant date:

 

 

 

Three months ended
March 31, 2013

 

 

 

Black-Scholes

 

Binomial

 

 

 

 

 

 

 

Risk-free interest rate

 

1.02% – 1.13%

 

0.08% – 2.02%

 

 

 

 

 

 

 

Expected stock price volatility

 

36.35% – 36.50%

 

36.40% – 36.50%

 

Expected dividend yield

 

 

 

 

 

 

 

 

 

Expected option life (in years)

 

6.25

 

 

Contractual life (in years)

 

 

14

 

 

 

 

 

 

 

Fair value

 

$31.33 – $34.74

 

$16.12 – $30.34

 

 

The following table summarizes the weighted average fair value of stock options granted, the total intrinsic value of stock options exercised and the fair value of options vested:

 

 

 

Three months ended March 31,

 

(in thousands, except per share amounts)

 

2014

 

2013

 

 

 

 

 

 

 

Weighted average fair value at grant date per share

 

$

N/A

 

$

25.22

 

Intrinsic value of options exercised

 

2,690

 

918

 

Fair value of options vested

 

391

 

838

 

 

N/A — not applicable.

 

Share-based compensation expense is recorded net of estimated forfeiture rates ranging from 1% to 10%.

 

As of March 31, 2014, estimated unrecognized compensation costs related to share-based payments amounted to $1.9 million, which we expect to recognize over a weighted average remaining requisite service period of approximately 2.7 years.

 

The following table summarizes the activity related to our stock options (no stock options were granted during the three months ended March 31, 2014):

 

 

 

Number of
options

 

Weighted
average
exercise
price

 

Weighted
average
contractual
term
(in years)

 

Aggregate
intrinsic value
(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2013

 

2,589,343

 

$

18.33

 

5.20

 

$

363,293

 

Exercised

 

(28,538

)

14.25

 

 

 

 

 

Forfeited

 

(13,751

)

81.65

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2014

 

2,547,054

 

18.03

 

4.93

 

264,079

 

 

 

 

 

 

 

 

 

 

 

Exercisable at March 31, 2014

 

2,190,311

 

13.03

 

4.57

 

237,933