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Share-Based Compensation
6 Months Ended
Jun. 30, 2016
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, 2015.  The compensation cost charged against income for those plans is included in selling, general & administrative expenses as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

    

2016

    

2015

    

2016

    

2015

 

Total Share-based compensation expense

 

$

441

 

$

436

 

$

642

 

$

647

 

 

Share-based compensation for the three and six-month periods ended June 30, 2016 and 2015 includes approximately $105,000 in each period, 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 $103,000 and $135,000, respectively, for the three-month periods ended June 30, 2016 and 2015, and approximately $161,000 and $193,000, respectively, for the six-month periods ended June 30, 2016 and 2015

 

The following is a summary of stock option activity under all plans for the three- month period ended June 30, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted

    

 

 

 

 

 

 

 

Weighted

 

Average

 

 

 

 

 

 

 

 

Average

 

Remaining

 

Aggregate

 

 

 

 

 

Exercise

 

Contractual

 

Intrinsic

 

 

 

Shares Under

 

Price

 

Life

 

Value

 

 

 

Options

 

(per share)

 

(in years)

 

(in thousands)

 

Outstanding December 31, 2015

 

270,205

 

$

15.40

 

 

 

 

 

 

Granted

 

17,184

 

 

22.02

 

 

 

 

 

 

Exercised

 

(39,887)

 

 

11.26

 

 

 

 

 

 

Outstanding June 30, 2016

 

247,502

 

$

16.53

 

4.15

 

$

1,563

 

Exercisable at June 30, 2016

 

216,253

 

$

15.82

 

4.42

 

$

1,510

 

Vested and expected to vest at June 30, 2016

 

247,502

 

$

16.53

 

4.15

 

$

1,563

 

 

On June 9, 2016, the Company granted options to its directors for the purchase of 17,184 shares of common stock at that day’s closing price of $22.02. 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

    

 

29.7%

 

Expected dividends

 

 

None

 

Risk-free interest rate

 

 

0.9%

 

Exercise price

 

$

22.02

 

Expected term

 

 

5.0 years

 

Weighted-average grant-date fair value

 

$

6.11

 

 

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 interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. The expected term is calculated based on the simplified method.

 

During the six-month periods ended June 30, 2016 and 2015, 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 $518,000 and $696,000, respectively, and the total amount of consideration received by the Company from the exercised options was approximately $449,000 and $223,000, 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 six months ended June 30, 2016 and 2015, there were no shares surrendered for this purpose.

 

During each of the three-month periods ended June 30, 2016 and 2015, the Company recognized compensation expense related to stock options granted to directors and employees of approximately $141,000 and $149,000, respectively. During each of the six-month periods ended June 30, 2016 and 2015, the Company recognized compensation expense related to stock options granted to directors and employees of approximately $177,000 and $193,000, respectively.

 

On February 22, 2016, 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 December 22, 2016.  The Company recorded compensation expense associated with the award of $100,000 and $200,000, respectively, during the three- and six-month periods ended June 30, 2016. The Company recorded compensation expense associated with a similar award of $100,000 and $200,000, respectively, during the three- and six-month periods ended June 30, 2015.

 

The following table summarizes information about Restricted Stock Units (“RSUs”) activity during the six-month period ended June 30, 2016:

 

 

 

 

 

 

 

 

 

    

 

    

Weighted 

 

 

 

Restricted 

 

Average Award 

 

 

 

Stock Units

 

Date Fair Value

 

Unvested at December 31, 2015

 

40,645

 

$

19.67

 

Awarded

 

17,822

 

 

21.66

 

Shares vested

 

(11,909)

 

 

20.94

 

Unvested at June 30, 2016

 

46,558

 

$

20.00

 

 

During each of the three- and six-month periods ended June 30, 2016, the Company recorded compensation expense related to RSUs of approximately $95,000 and $160,000, respectively. The Company recorded compensation expense related to RSUs of approximately $82,000 and $149,000, respectively, for the same periods in 2015.

 

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 six-month periods ended June 30, 2016 and 2015, 3,889 and 3,405 shares were surrendered at an average market price of $22.82 and $23.15, respectively.

 

As of June 30, 2016, the Company had approximately $1.1 million of unrecognized compensation expense, which is expected to be recognized over a period of 3.75 years.