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Stock-Based Compensation | 12 Months Ended
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Dec. 31, 2013
Stock-Based Compensation |
Stock-Based Compensation | 11. Stock-Based Compensation The Company maintains two award plans under which stock-based compensation has been granted, the 2006 Stock Option Plan (the "2006 Plan") and the 2007 Long-Term Incentive Plan (Amended and Restated as of May 5, 2011) (the "LTIP"). Upon the adoption of the LTIP, awards were no longer granted under the 2006 Plan. The LTIP was approved by our stockholders and provides for grants of (a) incentive stock options qualified as such under U.S. federal income tax laws, (b) stock options that do not qualify as incentive stock options, (c) stock appreciation rights, (d) restricted stock awards, (e) performance awards, (f) phantom stock, (g) stock bonuses, (h) dividend equivalents, or (i) any combination of such awards. The LTIP permits the granting of up to 3,000,000 shares to directors, officers and other employees of the Company. Grants of awards to employees are approved by the Compensation Committee of the Board of Directors and grants to independent members of the Board of Directors are approved by the Board of Directors. All awards are made with an exercise price or base price, as the case may be, that is not less than the full fair market value per share on the date of grant. No stock option or stock appreciation right may be exercised more than 10 years from the date of grant. Shares issued as a result of stock option exercises or stock grants may be made available from authorized unissued shares of Common Stock or treasury stock. The Company believes that it currently has adequate authorized unissued shares to meet any requirements to issue shares during 2014. Stock Options Stock options granted to employees vest ratably over a three- or four-year vesting period. Options are granted with an exercise price equal to the market price of the Company's stock on the date of grant. The Company uses the Black-Scholes-Merton option-pricing model to estimate the fair value of each stock option grant as of the date of grant. The resulting compensation cost for fixed awards with graded vesting schedules is amortized on a straight-line basis over the vesting period for the entire award. The expected term of awards granted under the LTIP was determined using the simplified method as outlined in the applicable guidance because the Company did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its equity shares had been publicly traded. The expected volatility was determined based on the historical volatility of the Company's stock over its approximately four-year trading history. The risk-free interest rate was based on U.S. Treasury zero-coupon issues with a remaining term commensurate with the expected term of the award. The expected dividend yield is based on the Company's current intent to not issue cash dividends. The following summarizes the assumptions used in determining the fair value of stock options granted for fixed awards with graded vesting schedules during the years ended December 31, 2013, 2012 and 2011:
|  | 2013 |  | 2012 |  | 2011
--- | --- | --- | --- | --- | --- | ---
Risk-free interest rate |  | 1.0% |  | 1.2% - 1.4% |  | 2.4%
Expected dividend yield |  | 0.0% |  | 0.0% |  | 0.0%
Weighted average expected volatility |  | 50% |  | 50% |  | 49%
Expected term |  | 6.0 years |  | 6.0 - 6.3 years |  | 6.0 years
Weighted average grant-date fair value |  | $11.74 |  | $8.57 |  | $11.88
A summary of the activity relating to the options outstanding under the Company's plans for the years ended December 31, 2013, 2012 and 2011 is presented below:
|  | Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term |  | Aggregate Intrinsic Value (in thousands) |
--- | --- | --- | --- | --- | --- | --- | --- | --- | ---
Outstanding at January 1, 2011 |  |  | 1,766,253 |  | $ | 7.18 |  |  |  |  |  |
Granted |  |  | 90,080 |  | $ | 24.18 |  |  |  |  |  |
Exercised |  |  | (332,099 | ) | $ | 4.12 |  |  |  |  |  |
Forfeited |  |  | (8,850 | ) | $ | 14.89 |  |  |  |  |  |
Expired |  |  | (500 | ) | $ | 13.00 |  |  |  |  |  |
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Outstanding at December 31, 2011 |  |  | 1,514,884 |  | $ | 8.82 |  | 5.5 years |  | $ | 16,083 |
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Granted |  |  | 169,088 |  | $ | 17.76 |  |  |  |  |  |
Exercised |  |  | (245,054 | ) | $ | 5.78 |  |  |  |  |  |
Forfeited |  |  | (4,680 | ) | $ | 19.19 |  |  |  |  |  |
Expired |  |  | (2,010 | ) | $ | 18.85 |  |  |  |  |  |
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Outstanding at December 31, 2012 |  |  | 1,432,228 |  | $ | 10.34 |  | 5.1 years |  | $ | 17,220 |
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Granted |  |  | 111,147 |  | $ | 24.68 |  |  |  |  |  |
Exercised |  |  | (390,652 | ) | $ | 5.90 |  |  |  |  |  |
Forfeited |  |  | (4,003 | ) | $ | 20.28 |  |  |  |  |  |
Expired |  |  | (1,400 | ) | $ | 15.96 |  |  |  |  |  |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding at December 31, 2013 |  |  | 1,147,320 |  | $ | 13.21 |  | 5.1 years |  | $ | 13,623 |
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Exercisable at December 31, 2013 |  |  | 899,406 |  | $ | 10.91 |  | 4.1 years |  | $ | 12,742 |
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Other data relating to option activity for the years ended December 31 are as follows:
(dollars in thousands) |  | 2013 |  | 2012 |  | 2011 |
--- | --- | --- | --- | --- | --- | --- | ---
Intrinsic value of options exercised |  | $ | 6,878 |  | $ | 3,421 |  | $ | 6,637 |
Fair value of options vested |  |  | 1,047 |  |  | 725 |  |  | 1,163 |
The following table summarizes information with respect to stock options outstanding and exercisable under the Company's plans at December 31, 2013:
|  | Options Outstanding |  | Options Exercisable |
--- | --- | --- | --- | --- | ---
Exercise Price Ranges |  | Number Of Options |  | Weighted- Average Exercise Price |  | Weighted- Average Remaining Contractual Term |  | Number Of Options |  | Weighted- Average Exercise Price |
$3.65 - $9.00 |  |  | 340,522 |  | $ | 3.72 |  | 2.5 years |  |  | 340,522 |  | $ | 3.72 |
$9.01 - $18.00 |  |  | 586,817 |  | $ | 14.69 |  | 5.3 years |  |  | 492,929 |  | $ | 14.16 |
$18.01 - $24.68 |  |  | 219,981 |  | $ | 23.92 |  | 8.3 years |  |  | 65,955 |  | $ | 23.76 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
|  |  | 1,147,320 |  | $ | 13.21 |  | 5.1 years |  |  | 899,406 |  | $ | 10.91 |
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Restricted Stock Restricted stock awards granted to employees vest over three to five years. Restricted stock awards granted to eligible members of the Board of Directors vest ratably, on an annual basis, over a three-year period. The grant date fair value of the restricted stock was equal to the closing market price of the Company's common stock on the date of grant. During the restriction period, the restricted stockholders are entitled to the same rights as a common stockholder with respect to the shares, including the right to vote and receive dividends. Restricted stock awards are also subject to certain claw-back provisions, as defined in the grant agreements. Following is a summary of restricted stock activity for the three-year period ending December 31, 2013:
|  | Shares |  | Per Share Weighted- Average Grant Date Fair Value |
--- | --- | --- | --- | --- | ---
Outstanding at January 1, 2011 |  |  | 53,945 |  | $ | 17.15 |
Granted |  |  | 65,285 |  | $ | 24.23 |
Vested |  |  | (11,128 | ) | $ | 17.13 |
Forfeited |  |  | (1,264 | ) | $ | 17.74 |
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Outstanding unvested at December 31, 2011 |  |  | 106,838 |  | $ | 21.47 |
Granted |  |  | 106,289 |  | $ | 17.95 |
Vested |  |  | (25,248 | ) | $ | 21.07 |
Forfeited |  |  | (2,115 | ) | $ | 18.91 |
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Outstanding unvested at December 31, 2012 |  |  | 185,764 |  | $ | 19.54 |
Granted |  |  | 76,590 |  | $ | 24.48 |
Vested |  |  | (48,513 | ) | $ | 19.50 |
Forfeited |  |  | (2,125 | ) | $ | 20.03 |
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Outstanding unvested at December 31, 2013 |  |  | 211,716 |  | $ | 21.33 |
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Performance Awards The grant date fair value of performance stock awarded was equal to the closing market price of the Company's common stock on the date of grant. Performance stock awards cliff vest on December 31st of the third year of the performance period, subject to the achievement of certain specified levels of the Company's average return-on-equity ("ROE") over the performance period. ROE is defined as net income divided by stockholders' equity at the beginning of the period. If the Company achieves an ROE that is equal to or greater than the threshold ROE, as defined in the grant agreements, the payment of the performance stock awards will vary depending upon the actual ROE that the Company achieves over the performance period, with the potential payout ranging from a minimum of 50% to a maximum of 200% of the target award. However, if the Company were to achieve an ROE that is less than the threshold ROE, there would not be any payout under these awards and the awards would be forfeited. Additionally, these performance stock awards are subject to certain claw-back provisions, as defined in the grant agreements. Following is a summary of performance stock award activity for the three-year period ending December 31, 2013:
|  | Shares |  | Per Share Weighted- Average Grant Date Fair Value |
--- | --- | --- | --- | --- | ---
Outstanding at December 31, 2010 |  |  | 40,256 |  | $ | 17.18 |
Granted at target |  |  | 34,179 |  | $ | 24.18 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding at December 31, 2011 |  |  | 74,435 |  | $ | 20.39 |
Granted at target |  |  | 41,755 |  | $ | 17.48 |
Forfeited for performance below target |  |  | (9,401 | ) | $ | 17.18 |
Vested |  |  | (30,855 | ) | $ | 17.18 |
Forfeited |  |  | (1,011 | ) | $ | 19.76 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Outstanding at December 31, 2012 |  |  | 74,923 |  | $ | 20.51 |
Granted at target |  |  | 46,106 |  | $ | 24.68 |
Earned for performance above target |  |  | 11,281 |  | $ | 24.18 |
Vested |  |  | (45,116 | ) | $ | 24.18 |
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Outstanding at December 31, 2013 |  |  | 87,194 |  | $ | 21.29 |
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A total of 45,116 shares, or 133.3% of the target number of shares, were earned by the participants for the performance period ending December 31, 2013. A total of 30,855 shares, or 76.6% of the target number of shares, were earned by the participants for the performance period ending December 31, 2012. Stock-based Compensation Expense The Company recognized stock-based compensation expense of approximately $3.5 million, $2.9 million and $2.1 million for the years ended December 31, 2013, 2012 and 2011, respectively, in selling, general and administrative expenses. As of December 31, 2013, there was approximately $6.0 million of total unrecognized stock-based compensation expense related to awards granted under the LTIP, net of estimated forfeitures. This included $1.5 million of unrecognized compensation cost related to non-vested stock options to be recognized over a remaining weighted average vesting period of approximately 1.6 years, $3.4 million of unrecognized compensation cost related to non-vested restricted stock expected to be recognized over a remaining weighted average vesting period of approximately 2.8 years and $1.1 million of unrecognized compensation cost related to non-vested performance awards, expected to be recognized over a remaining weighted average vesting period of approximately 1.5 years.

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- 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 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 2: 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 3: 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=6406099&loc=d3e25284-112666 Reference 4: 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=6418621&loc=d3e17540-113929 Reference 5: 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 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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