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Share-Based Compensation
9 Months Ended
Sep. 30, 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 awards 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

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2014

 

2013

 

2014

 

2013

 

Total share-based compensation expense

 

$

215 

 

$

200 

 

$

945 

 

$

707 

 

 

Share-based compensation for the nine-month periods ended September 30, 2014 and 2013 includes approximately $128,000 and $60,000, respectively, representing the fair value of the Company’s common stock granted during the period to the Board of Directors.

 

The total income tax benefit recognized in the condensed consolidated statements of income for share-based compensation arrangements was approximately $60,000 and $58,000 for the three-month periods ended September 30, 2014, and 2013, respectively, and $276,000 and $215,000 for the nine-month periods ended September 30, 2014, and 2013, respectively.

 

The following is a summary of stock option activity under all plans for the nine-month period ended September 30, 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

 

35,193

 

24.69

 

 

 

 

 

Exercised

 

(162,586

)

4.36

 

 

 

 

 

Outstanding at September 30, 2014

 

340,107

 

$

12.84

 

4.08

 

$

3,204

 

Exercisable at September 30, 2014

 

257,608

 

$

10.35

 

4.17

 

$

3,044

 

Vested and expected to vest at September 30, 2014

 

340,107

 

$

12.84

 

4.08

 

$

3,204

 

 

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.  On June 11, 2014, the Company granted options to certain employees and directors for the purchase of 15,000 shares and 14,616 shares, respectively, of common stock at that day’s closing price of $25.04.  On September 10, 2014, the Company granted options to certain employees for the purchase of 5,000 shares of common stock at that day’s closing price of $22.55.  The compensation expense related to these grants was determined as the fair value of the options using the Black Scholes option pricing model based on the following assumptions:

 

Expected volatility32.3% to 37.9%

Expected dividendsNone

Risk free interest rate0.7% to 0.9%

Expected term3.8 to 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 expected term of the Company’s options is determined using a simplified method based on the average of the weighted vesting terms and the contractual term of the options. The weighted average grant date fair value of options granted during the nine-month period ended September 30, 2014 was $7.24.

 

During the nine-month periods ended September 30, 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 $3.4 million and $2.0 million, respectively, and the total amount of consideration received by the Company from the exercised options was approximately $709,000 and $334,000, 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 nine-months ended September 30, 2014, 32,164 shares (14,931 for options and 17,233 for taxes) were surrendered at an average market price of $25.42.

 

During the three-month periods ended September 30, 2014, and 2013, the Company recognized compensation expenses related to stock options granted to directors and employees of approximately $44,000 and $40,000, respectively.  During the nine-month periods ended September 30, 2014, and 2013, the Company recognized compensation expenses related to stock options granted to directors and employees of approximately $310,000 and $165,000, 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 and $300,000, respectively, during both the three- and nine-month periods ended September 30, 2014 and 2013.

 

The following table summarizes information about Restricted Stock Units (“RSUs”) activity during the nine-month period ended September 30, 2014:

 

 

 

Restricted
Stock Units

 

Weighted Average
Award Date
Fair Value

 

Unvested at December 31, 2013

 

50,900

 

$

11.94

 

Awarded

 

22,338

 

25.94

 

Shares vested

 

(30,253

)

10.11

 

Unvested at September 30, 2014

 

42,985

 

$

18.59

 

 

During the three- and nine-month periods ended September 30, 2014, the Company recorded compensation expense related to RSUs of approximately $71,000 and $207,000, respectively.  The Company recorded compensation expense of approximately $60,000 and $182,000, respectively, for the same periods of 2013.

 

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 nine-month periods ended September 30, 2014 and 2013, 9,878 and 37,796 shares were surrendered at an average market price of $25.88 and $19.81, respectively.

 

At September 30, 2014, the company had approximately $915,000 of unrecognized compensation expense, which is expected to be recognized over a period of 3.75 years.