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Share-Based Compensation
3 Months Ended
Mar. 31, 2014
Share-Based Compensation  
Share-Based Compensation

(4)                   Share-Based Compensation

 

Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant).

 

The Company issues share-based payments through several plans that are described in detail in the notes to the consolidated financial statements for the year ended December 31, 2013.  The compensation cost charged against income for those plans is included in selling, general & administrative expenses as follows (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2014

 

2013

 

Total share-based compensation expense

 

$

265

 

$

179

 

 

Share-based compensation for the three-month periods ended March 31, 2014, includes approximately $5,000 representing the fair value of the Company’s common stock granted during the quarter to a member of the Board of Directors.

 

The total income tax benefit recognized in the condensed consolidated statements of income for share-based compensation arrangements was approximately $70,000 and $55,000 for the three-month periods ended March 31, 2014 and 2013, respectively.

 

The following is a summary of stock option activity under all plans for the three-month period ended March 31, 2014:

 

 

 

Shares Under 
Options

 

Weighted 
Average 
Exercise Price 
(per share)

 

Weighted 
Average 
Remaining 
Contractual 
Life
 
(in years)

 

Aggregate 
Intrinsic 
Value 
(in thousands)

 

Outstanding at December 31, 2013

 

467,500

 

$

9.00

 

 

 

 

 

Granted

 

577

 

25.48

 

 

 

 

 

Exercised

 

(100,678

)

2.82

 

 

 

 

 

Cancelled or expired

 

 

 

 

 

 

 

Outstanding at March 31, 2014

 

367,399

 

$

10.72

 

3.84

 

$

5,013

 

Exercisable at March 31, 2014

 

286,150

 

$

8.53

 

3.87

 

$

4,532

 

Vested and expected to vest at March 31, 2014

 

367,399

 

$

10.72

 

3.84

 

$

5,013

 

 

On March 12, 2014, the Company granted one of its directors, options to purchase 577 shares of its common stock at that day’s closing price of $25.48.  The compensation expense related to this grant was determined as the fair value of the options using the Black Scholes option pricing model based on the following assumptions:

 

Expected volatility

 

38.0%

Expected dividends

 

none

Risk free interest rate

 

0.7%

Expected term

 

5.0 years

 

The stock volatility for each grant is determined based on a review of the experience of the weighted average of historical daily price changes of the Company’s common stock over the expected option term, and the risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option. The weighted average grant date fair value of options granted during the three-month period ended March 31, 2014 was $8.67.

 

During the three-month periods ended March 31, 2014 and 2013, the total intrinsic value of all options exercised (i.e., the difference between the market price on the exercise date and the price paid by the employees to exercise the options) was approximately $2.3 million and $100,000, respectively, and the total amount of consideration received by the Company from the exercised options was approximately $284,000 and $31,000, respectively. At its discretion, the Company allows option holders to surrender previously owned common stock in lieu of paying the exercise price and withholding taxes. During the three-months ended March 31, 2014, 25,094 shares (7,861 for options and 17,233 for taxes) were surrendered at an average market price of $25.84.

 

During the three-month periods ended March 31, 2014, and 2013, the Company recognized compensation expenses related to stock options granted to directors and employees of approximately $94,000 and $25,000, respectively.

 

On February 18, 2014, the Company’s Compensation Committee approved the award of $400,000 payable in shares of common stock to the Company’s Chairman, Chief Executive Officer, and President under the 2003 Incentive Plan.  The shares will be issued on or before December 31, 2014.  The Company recorded compensation expense associated with the award of $100,000 during the three-month period ended March 31, 2014.  In the three-month period ended March 31, 2013, the Company recorded $100,000 of compensation expense for a similar award.

 

The following table summarizes information about Restricted Stock Units (“RSUs”) activity during the three-month period ended March 31, 2014:

 

 

 

Restricted
Stock Units

 

Weighted Average
Award Date
Fair Value

 

Unvested at December 31, 2013

 

50,900

 

$

11.94

 

Awarded

 

21,660

 

25.97

 

Shares vested

 

(30,253

)

10.11

 

Forfeited / cancelled

 

 

 

Unvested at March 31, 2014

 

42,307

 

$

12.04

 

 

During the three-month periods ended March 31, 2014, and 2013, the Company recorded compensation expense related to RSUs of approximately $66,000 and $54,000, respectively.

 

At the Company’s discretion, RSU holders are given the option to net-share settle to cover the required minimum withholding tax, and the remaining amount is converted into the equivalent number of common shares. During the three-months ended March 31, 2014; 9,878 shares were redeemed for this purpose at an average market price of $25.88. During the three-months ended March 31, 2013, 22,089 shares were redeemed for this purpose at an average market price of $19.29.

 

At March 31, 2014, the Company had approximately $911,000 of unrecognized compensation expense which is expected to be recognized over a period of 4.0 years.