XML 37 R22.htm IDEA: XBRL DOCUMENT
v3.6.0.2

Note 15 - Share Plans | 12 Months Ended
--- | ---
Dec. 31, 2016
Notes to Financial Statements |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] |
15. | Share Plans
The Company adopted an equity incentive plan (Plan) on February 10, 2010 in connection with its initial public offering. The Plan, as amended, allows for granting of up to 9.1 million stock-based awards to executives, directors and employees. Awards available for grant under the Plan include stock options, stock appreciation rights, restricted stock, other stock-based awards and performance-based compensation awards. Total share-based compensation expense related to the Plan was $9,493, $8,241 and $12,612 for the years ended December 31, 2016, 2015 and 2014, respectively, net of estimated forfeitures, which is recorded in operating expenses in the consolidated statements of comprehensive income. Stock Options - Stock options granted in 2016 have an exercise price between $33.23 per share and $35.37 per share; stock options granted in 2015 have an exercise price between $28.36 per share and $49.70 per share, and the stock options granted in 2014 have an exercise price between $42.20 per share and $59.01 per share. Stock options issued in 2012 - 2016 vest in equal installments over four years, subject to the grantee’s continued employment or service and expire ten years after the date of grant. Stock options issued in 2011 and 2010 vest in equal installments over five years, subject to the grantee’s continued employment or service and expire ten years after the date of grant. S tock option exercises can be net-share settled such that the Company withholds shares with value equivalent to the exercise price of the stock option awards plus the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total shares withheld were 473,743, 272,296 and 235,644 in 2016, 2015 and 2014, respectively, and were based on the value of the stock on the exercise dates as determined based upon an average of the Company’s high and low stock sales price on the exercise dates. The net-share settlement has the effect of share repurchases by the Company as they reduce the number of shares that would have otherwise been issued. Total payments for the employees' tax obligations to the taxing authorities were $13,056, $9,768 and $10,411 in 2016, 2015 and 2014, respectively, and are reflected as a financing activity within the consolidated statements of cash flows. Employees can also utilize a cashless for cash exercise of stock options, such that all exercised shares will be sold in the market immediately. Cash equivalent to the exercise price of the awards plus the employees’ minimum statutory tax obligations is retained by the Company, with the remaining cash being transferred to the employee. Total proceeds from the cashless for cash exercise of stock options were $1,623 in 2016, and are reflected as a financing activity in the consolidated statement of cash flows. The grant-date fair value of each option grant is estimated using the Black-Scholes-Merton option pricing model. The fair value is then amortized on a straight-line basis over the requisite service period of the awards, which is generally the vesting period. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on an analysis of historic and implied volatility measures for a set of peer companies. The average expected life is based on the contractual term of the option using the simplified method. The risk-free interest rate is based on U.S. Treasury zero -coupon issues with a remaining term equal to the expected life assumed at the date of grant. The compensation expense recognized is net of estimated forfeitures. Forfeitures are estimated based on actual share option forfeiture history. The weighted-average assumptions used in the Black-Scholes-Merton option pricing model for 2016, 2015 and 2014 are as follows:
|  | 201 6 |  |  | 201 5 |  |  | 201 4 |
Weighted average grant date fair value |  | $ | 13.77 |  |  | $ | 19.07 |  |  | $ | 26.35 |
Assumptions: |  |  |  |  |  |  |  |  |  |  |  |
Expected stock price volatility |  |  | 41 | % |  |  | 41 | % |  |  | 45 | %
Risk free interest rate |  |  | 1.31 | % |  |  | 1.72 | % |  |  | 1.90 | %
Expected annual dividend per share |  | $ | - |  |  | $ | - |  |  | $ | - |
Expected life of options (years) |  |  | 6.25 |  |  |  | 6.25 |  |  |  | 6.25 |
The Company periodically evaluates its forfeiture rates and updates the rates it uses in the determination of its stock-based compensation expense. The impact of the change to the forfeiture rates on non-cash compensation expense was immaterial for the years ended December 31, 2016, 2015 and 2014. A summary of the Company ’s stock option activity and related information for the years ended December 31, 2016, 2015 and 2014 is as follows:
|  | Number of Options |  |  | Weighted- Average Exercise Price |  |  | Weighted- Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value ($ in thousands) |
Outstanding as of December 31, 2013 |  |  | 2,937,301 |  |  | $ | 5.74 |  |  |  | 9.5 |  |  | $ | 148,369 |
Granted |  |  | 187,189 |  |  |  | 57.21 |  |  |  |  |  |  |  |  |
Exercised |  |  | (549,282 | ) |  |  | 3.44 |  |  |  |  |  |  |  |  |
Expired |  |  | (259 | ) |  |  | 15.94 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (32,810 | ) |  |  | 12.68 |  |  |  |  |  |  |  |  |
Outstanding as of December 31, 2014 |  |  | 2,542,139 |  |  |  | 9.94 |  |  |  | 8.5 |  |  | $ | 96,518 |
Granted |  |  | 287,165 |  |  |  | 45.18 |  |  |  |  |  |  |  |  |
Exercised |  |  | (604,088 | ) |  |  | 3.79 |  |  |  |  |  |  |  |  |
Expired |  |  | (6,409 | ) |  |  | 50.11 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (90,793 | ) |  |  | 37.27 |  |  |  |  |  |  |  |  |
Outstanding as of December 31, 2015 |  |  | 2,128,014 |  |  |  | 15.15 |  |  |  | 7.7 |  |  | $ | 40,271 |
Granted |  |  | 398,313 |  |  |  | 33.24 |  |  |  |  |  |  |  |  |
Exercised |  |  | (995,469 | ) |  |  | 2.89 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (47,894 | ) |  |  | 37.41 |  |  |  |  |  |  |  |  |
Outstanding as of December 31, 2016 |  |  | 1,482,964 |  |  |  | 27.49 |  |  |  | 7.5 |  |  | $ | 23,840 |
Exercisable as of December 31, 2016 |  |  | 787,654 |  |  |  | 17.64 |  |  |  | 6.7 |  |  | $ | 19,897 |
As of December 31, 2016, there was $8,051 of total unrecognized compensation cost, net of expected forfeitures, related to unvested options. The cost is expected to be recognized over the remaining service period, having a weighted-average period of 2.7 years. Total share-based compensation cost related to the stock options for 2016, 2015 and 2014 was $4,366, $4,198 and $8,509, respectively, which is recorded in operating expenses in the consolidated statements of comprehensive income. Restricted Stock – Restricted stock awards issued in 2012 and after, vest in equal installments over three years, subject to the grantee’s continued employment or service. Certain restricted stock awards also include performance shares, which were awarded in the years 2014 through 2016. The number of performance shares that can be earned are contingent upon Company performance measures over a three -year period. Performance measures are based on a weighting of revenue growth and EBITDA margin, from which grantees may earn from 0% to 200% of their target performance share award. The performance period for the 2014 awards covers the years 2014 through 2016, the performance period for the 2015 awards covers the years 2015 through 2017, and the performance period for the 2016 awards covers the years 2016 through 2018. The Company estimates the number of performance shares that will vest based on projected financial performance. The fair market value of the restricted awards at the time of the grant is amortized to expense over the period of vesting. The fair value of restricted awards is determined based on the market value of the Company's shares on the grant date. The compensation expense recognized for restricted share awards is net of estimated forfeitures. Restricted stock vesting is net-share settled such that, upon vesting, the Company withholds shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and then pays those taxes on behalf of the employee. In effect, the Company repurchases these shares and classifies as treasury stock, and pays the cash to the taxing authorities on behalf of the employees to satisfy the tax withholding requirements. Total shares withheld were 28,593, 65,763 and 34,854 in 2016, 2015 and 2014, respectively, and were based on the value of the stock on the vesting dates as determined based upon an average of the Company’s high and low stock sales price on the vesting dates. Total payments for the employees’ tax obligations to the taxing authorities were $952, $3,233 and $1,770 in 2016, 2015 and 2014, respectively, and are reflected as a financing activity within the consolidated statements of cash flows. A summary of the Company's restricted stock activity for the years end ed December 31, 2016, 2015 and 2014 is as follows:
|  | Shares |  |  | Weighted- Average Grant- Date Fair Value |
Non-vested as of December 31, 2013 |  |  | 304,406 |  |  | $ | 29.68 |
Granted |  |  | 115,473 |  |  |  | 54.35 |
Vested |  |  | (105,123 | ) |  |  | 28.31 |
Forfeited |  |  | (47,472 | ) |  |  | 42.31 |
Non-vested as of December 31, 2014 |  |  | 267,284 |  |  |  | 38.72 |
Granted |  |  | 193,117 |  |  |  | 41.31 |
Vested |  |  | (183,362 | ) |  |  | 32.56 |
Forfeited |  |  | (33,999 | ) |  |  | 47.77 |
Non-vested as of December 31, 2015 |  |  | 243,040 |  |  |  | 44.16 |
Granted |  |  | 232,295 |  |  |  | 33.56 |
Vested |  |  | (95,858 | ) |  |  | 41.93 |
Forfeited |  |  | (18,074 | ) |  |  | 38.30 |
Non-vested as of December 31, 2016 |  |  | 361,403 |  |  |  | 38.18 |
As of December 31, 2016, there was $7,192 of unrecognized compensation cost, net of expected forfeitures, related to non-vested restricted stock awards. That cost is expected to be recognized over the remaining service period, having a weighted-average period of 1.9 years. Total share-based compensation cost related to the restricted stock for 2016, 2015 and 2014 was $5,127, $4,043 and $4,103, respectively, which is recorded in operating expenses in the consolidated statements of comprehensive income. During 201 6, 2015 and 2014, 19,326, 16,260 and 8,869 shares, respectively, of fully vested stock were granted to certain members of the Company’s Board of Directors as a component of their compensation for their service on the Board. Total compensation cost for these share grants in 2016, 2015 and 2014 was $670, $615 and $509, respectively, which is recorded in operating expenses in the consolidated statements of comprehensive income.

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration