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Share-Based Compensation
9 Months Ended
Sep. 30, 2015
Share-Based Compensation  
Share-Based Compensation

 

 

(4)Share-Based Compensation

 

Share-based compensation 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, 2014.  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,

 

 

 

2015

 

2014

 

2015

 

2014

 

Total share-based compensation expense

 

$

226 

 

$

215 

 

$

873 

 

$

945 

 

 

Share-based compensation for the three-month periods ended September 30, 2015 and 2014 includes $0 and $5,000, respectively, representing the fair value of the Company’s common stock granted during the periods to the Board of Directors.  Share-based compensation for the nine-month periods ended September 30, 2015 and 2014 includes $105,000 and $127,000, respectively, representing the fair value of the Company’s common stock granted during the periods 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 $63,000 and $60,000, respectively, for the three-month periods ended September 30, 2015 and 2014, and $256,000 and $276,000, respectively, for the nine-month periods ended September 30, 2015 and 2014.

 

 

 

 

The following is a summary of stock option activity under all plans for the nine-month period ended September 30, 2015:

 

 

 

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, 2014

 

340,107

 

$

12.84

 

 

 

 

 

Granted

 

17,526

 

19.97

 

 

 

 

 

Exercised

 

(58,758

)

4.40

 

 

 

 

 

Outstanding at September 30, 2015

 

298,875

 

$

14.92

 

3.92

 

$

2,437

 

Exercisable at September 30, 2015

 

246,376

 

$

13.66

 

4.14

 

$

2,307

 

Vested and expected to vest at September 30, 2015

 

298,875

 

$

14.92

 

3.92

 

$

2,437

 

 

On June 10, 2015, the Company granted options to its directors for the purchase of 17,526 shares of common stock at that day’s closing price of $19.97.  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 volatility

 

32.3%

 

Expected dividends

 

None

 

Risk free interest rate

 

1.0%

 

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 nine- month period ended September 30, 2015 was $5.99.

 

During the nine-month periods ended September 30, 2015 and 2014, 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 $989,000 and $3.4 million, respectively, and the total amount of consideration received by the Company from the exercised options was approximately $258,000 and $709,000, 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, 2015, there were 1,632 shares surrendered at an average market price of $21.97. During the nine-months ended September 30, 2014, 32,164 shares were surrendered at an average market price of $25.42.

 

During each of the three-month periods ended September 30, 2015 and 2014, the Company recognized compensation expense related to stock options granted to directors and employees of approximately $44,000.  During the nine-month periods ended September 30, 2015 and 2014, the Company recognized compensation expenses related to stock options granted to directors and employees of approximately $237,000 and $310,000, respectively.

 

On February 24, 2015, 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, 2015.  The Company recorded compensation expense associated with the award of $100,000 and $300,000, respectively, during the three- and nine-month periods ended September 30, 2015.   The Company recorded compensation expense associated with a similar award of $100,000 and $300,000, respectively, during the three- and nine-month periods ended September 30, 2014.

 

 

The following table summarizes information about Restricted Stock Units (“RSUs”) activity during the nine-month period ended September 30, 2015:

                                                                                                                                                                                                 

 

 

Restricted
Stock Units

 

Weighted Average
Award Date
Fair Value

 

Unvested at December 31, 2014

 

35,088

 

$

17.87

 

Awarded

 

23,975

 

23.46

 

Shares vested

 

(10,426

)

18.35

 

Unvested at September 30, 2015

 

48,637

 

$

20.11

 

 

During the three- and nine-month periods ended September 30, 2015, the Company recorded compensation expense related to RSUs of approximately $82,000 and $231,000, respectively.  The Company recorded compensation expense of approximately $71,000 and $207,000, respectively, for the same periods in 2014.

 

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, 2015 and 2014, 3,405 and 9,878 shares were surrendered at an average market price of $23.15 and $25.88, respectively.

 

As of September 30, 2015, the Company had approximately $1.0 million of unrecognized compensation expense, which is expected to be recognized over a period of 3.5 years.