Shareholders' Equity

12 Months Ended

Dec. 31, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stockholders' Equity

Shareholders’ Equity

Stock-based Compensation: The 2012 Equity Incentive Plan provides for the issuance of restricted stock, restricted stock units (“RSUs”) and stock options to eligible employees and to members of our Board of Directors. A total of 2,224,907 shares of our common stock have been reserved for issuance of which 1,599,963 remained available as of December 31, 2014.

Stock Options: In 2014, no stock options were granted. As of December 31, 2014, there were 18,620 stock options outstanding all of which were fully vested as of June 30, 2013.

Restricted Stock Units and Restricted Stock: RSUs and restricted stock are issued for services to be rendered and may not be sold, transferred or pledged for such a period as determined by our Compensation Committee. RSU and restricted stock compensation cost is measured at our common stock’s fair value based on the market price at the date of grant. We recognize compensation cost only for RSUs and restricted stock that we estimate will ultimately vest. We estimate the number of shares that will ultimately vest at each grant date based on our historical experience and adjust compensation cost based on changes in those estimates over time.

RSU and restricted stock compensation cost is recognized ratably over the shorter of the vesting period (generally three years) or the period from grant date to the first maturity date after the holder reaches age 62 and has completed certain specified years of service, when all restricted stock becomes fully vested. Vesting of restricted stock is not subject to any market or performance conditions and vesting provisions are at the discretion of the Compensation Committee. An employee may not sell or otherwise transfer unvested units or stock and, in the event employment is terminated prior to the end of the vesting period, any unvested units or stock are surrendered to us. We have no obligation to purchase these restricted stock units or restricted stock that are surrendered to us.

As of December 31, 2014 and 2013 there was no restricted stock outstanding as all outstanding shares had either been forfeited or vested. As of December 31, 2012 there were 174,000 shares of restricted stock outstanding. Compensation cost related to restricted stock was $0.5 million ($0.3 million net of effective tax rate) and $3.8 million ($2.8 million net of effective tax rate) for the years ended December 31, 2013 and 2012, respectively. The grant date fair value of restricted stock vested during the years ended December 31, 2013 and 2012 was $5.1 million and $12.2 million, respectively.

A summary of the changes in our RSUs during the years ended December 31, 2014, 2013 and 2012 is as follows (shares in thousands):

Years Ended December 31,	2014				2013				2012
	RSUs		Weighted-Average Grant-Date Fair Value per RSU		RSUs		Weighted-Average Grant-Date Fair Value per RSU		RSUs		Weighted-Average Grant-Date Fair Value per RSU
Outstanding, beginning balance	769		$	29.49	665		$	27.74	346		$	25.64
Granted	212		37.94		506		31.12		533		28.99
Vested	(365	)	30.15		(337	)	28.52		(175	)	26.87
Forfeited	(51	)	31.97		(65	)	29.97		(39	)	27.95
Outstanding, ending balance	565		$	31.38	769		$	29.49	665		$	27.74

Compensation cost related to RSUs was $11.2 million ($7.2 million net of effective tax rate), $13.0 million ($9.1 million net of effective tax rate), and $7.6 million ($5.6 million net of effective tax rate) for the years ended December 31, 2014, 2013 and 2012, respectively. The grant date fair value of RSUs vested during the years ended December 31, 2014, 2013 and 2012 was $11.7 million, $9.6 million and $4.7 million, respectively. As of December 31, 2014, there was $9.1 million of unrecognized compensation cost related to RSUs which will be recognized over a remaining weighted-average period of approximately 1.0 year.

401(k) Plan: As of December 31, 2014, the 401(k) Plan owned 2,163,995 shares of our common stock. Dividends on shares held by the 401(k) Plan are charged to retained earnings and all shares held by the 401(k) Plan are treated as outstanding in computing our earnings per share.

Employee Stock Purchase Plan: Our Employee Stock Purchase Plan (“ESPP”) allows qualifying employees to purchase shares of our common stock through payroll deductions of up to 15% of their compensation, subject to Internal Revenue Code limitations, at a price of 95% of the fair market value as of the end of each of the six-month offering periods, which commence on May 15 and November 15 of each year. During the years ended December 31, 2014, 2013 and 2012, proceeds from the ESPP were $0.7 million, $0.7 million and $0.5 million for 21,433, 23,557 and 21,446 shares, respectively.

Share Purchase Program: In 2007, our Board of Directors authorized us to purchase up to $200.0 million of our common stock at management’s discretion. At December 31, 2014, $64.1 million remained available under this authorization. We did not purchase shares under the share purchase program in any of the periods presented. The specific timing and amount of any future purchases will vary based on market conditions, securities law limitations and other factors. Purchases under the share purchase program may be commenced, suspended or discontinued at any time and from time to time without prior notice.