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EQUITY-BASED INCENTIVE AWARDS
3 Months Ended
Dec. 31, 2013
EQUITY-BASED INCENTIVE AWARDS  
EQUITY-BASED INCENTIVE AWARDS

8. EQUITY-BASED INCENTIVE AWARDS

 

Omnibus Plan

 

The Company has an Omnibus Incentive Plan (“the Omnibus Plan”) which provides for equity incentives to employees. The Omnibus Plan was designed with the intent of encouraging employees to acquire a vested interest in the growth and performance of the Company. The Omnibus Plan permits the issuance of up to 150,000 shares of the Company’s common stock in the form of stock options, restricted stock awards, restricted stock units, performance share awards as well as awards such as stock appreciation rights, performance units, performance shares, bonus shares, and dividend share awards payable in the form of common stock or cash. The number of shares issuable under the Omnibus Plan is subject to customary adjustments in the event of stock splits, stock dividends, and certain other distributions on the Company’s common stock.  At December 2013, awards with respect to a total of 147,700 shares, net of forfeitures, had been awarded pursuant to the Omnibus Plan and awards with respect to another 2,300 shares may be awarded under the plan.

 

Stock Options

 

The stock options issued by the Company expire ten years from the grant date and include graded vesting schedules ranging between three and five years. Stock options issued and outstanding at December 2013 are summarized as follows:

 

 

 

 

 

 

 

Remaining

 

 

 

Exercisable

 

 

 

Exercise
Price

 

Number
Outstanding

 

Weighted-Average
Contractual Life

 

Weighted-Average
Exercise Price

 

Number
Exercisable

 

Weighted-Average
Exercise Price

 

Fiscal 2007

 

$18.00

 

25,000

 

2.95 years

 

$

18.00

 

25,000

 

$

18.00

 

Fiscal 2010

 

$51.50

 

5,500

 

6.33 years

 

$

51.50

 

3,300

 

$

51.50

 

Fiscal 2012

 

$53.80 - $65.97

 

6,500

 

7.84 years

 

$

54.74

 

2,500

 

$

54.29

 

Fiscal 2013

 

$62.33

 

8,000

 

8.82 years

 

$

62.33

 

1,600

 

$

62.33

 

 

 

 

 

45,000

 

 

 

$

35.28

 

32,400

 

$

26.40

 

 

Restricted Stock Units

 

During Q1 2014, the Company issued 17,900 restricted stock unit awards to members of its management team pursuant to the provisions of the Company’s Omnibus Plan.  Nonvested restricted stock units at December 2013 are as follows:

 

 

 

Restricted Stock
Units(1)

 

Restricted Stock
Units(2)

 

Restricted Stock
Units(3)

 

Date of award:

 

October 26, 2011

 

October 23, 2012

 

October 22, 2013

 

Original number of awards issued:

 

15,900

 

15,000

 

17,900

 

Service period:

 

36 months

 

36 months

 

36-60 months

 

Estimated fair value of award at grant date

 

$

855,000

 

$

935,000

 

$

1,486,000

 

Awards outstanding at December 2013

 

5,300

 

10,000

 

17,900

 

Fair value of non-vested awards at December 2013:

 

$

424,000

 

$

799,000

 

$

1,431,000

 

 

(1)                                 10,600 of the restricted stock units were vested as of December 2013. The remaining 5,300 restricted stock units will vest on October 25, 2014.

 

(2)                                 5,000 of the restricted stock units were vested as of December 2013.  The remaining 10,000 restricted stock units will vest in equal amounts on October 23, 2014 and October 23, 2015.

 

(3)                                 14,000 restricted stock units will vest in equal amounts on October 22, 2014, October 22, 2015, and October 22, 2016.  The remaining 3,900 restricted stock units will vest in equal amounts on October 22, 2014, October 22, 2015, October 22, 2016, October 22, 2017, and October 22, 2018.

 

There is no direct cost to the recipients of the restricted stock units, except for any applicable taxes. The recipients of the restricted stock units are entitled to the customary adjustments in the event of stock splits, stock dividends, and certain other distributions on the Company’s common stock. All cash dividends and/or distributions payable to restricted stock recipients will be held in escrow until all the conditions of vesting have been met.

 

The restricted stock units provide that the recipients can elect, at their option, to receive either common stock in the Company, or a cash settlement based upon the closing price of the Company’s shares, at the time of vesting. Based on these award provisions, the compensation expense recorded in the Company’s Condensed Statement of Operations reflects the straight-line amortized fair value based on the period end closing price.

 

 

 

Number
of
Shares

 

Weighted
Average
Fair Value

 

Nonvested restricted stock units at September 2013

 

29,600

 

$

81.89

 

Granted

 

17,900

 

83.03

 

Vested

 

(14,300

)

80.68

 

Expired

 

 

 

Nonvested restricted stock units at December 2013

 

33,200

 

$

79.93

 

 

All Equity-Based Awards (stock options and restricted stock units)

 

Net income before income taxes included compensation expense of approximately $0.3 million during both Q1 2014 and Q1 2013 related to the amortization of all equity-based compensation awards.  Total unamortized compensation expense related to these awards at December 2013 and December 2012 was approximately $2.5 million and $1.9 million, respectively.