XML 68 R28.htm IDEA: XBRL DOCUMENT v2.4.0.6
STOCK COMPENSATION PLANS
12 Months Ended
Dec. 31, 2012
STOCK COMPENSATION PLANS  
STOCK COMPENSATION PLANS

20.                              STOCK COMPENSATION PLANS

 

The Company issues stock options and restricted stock awards to employees under share-based compensation plans. During the years ended December 31, 2012, 2011 and 2010, total compensation expense related to stock options and restricted stock awards reduced income before taxes by $12.7 million, $13.5 million, and $8.5 million, respectively, and reduced net income by $7.3 million, $7.9 million and $4.9 million, respectively.

 

The Company received $2.7 million and $4.2 million as of December 31, 2012 and 2011, respectively, in cash proceeds from stock option exercises. The net tax benefit recognized in equity for stock compensation plans was $462 thousand for 2012 compared with $717 thousand for 2011.

 

As of December 31, 2012, there are 4,436,370 shares available to be issued, subject to the Company’s current 1998 Stock Incentive Plan, as amended.

 

Stock Options—The Company issues fixed stock options to certain employees, officers, and directors. Stock options are issued at the current market price on the date of grant with a three-year or four-year vesting period and contractual terms of 7 or 10 years. The Company issues new shares upon the exercise of stock options.

 

A summary of activity for the Company’s stock options as of and for the year ended December 31, 2012 is presented below:

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

Average

 

Aggregate

 

 

 

 

Average

 

Remaining

 

Intrinsic

 

 

 

 

Exercise

 

Contractual

 

Value

 

 

Shares

 

Price

 

Term

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

945,080

 

 

  $

27.19

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

Exercised

 

(161,432

)

 

16.45

 

 

 

 

 

 

 

Forfeited

 

(105,940

)

 

35.73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of year

 

677,708

 

 

  $

28.41

 

 

1.49 years

 

 

  $

412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested or expected to vest at year-end

 

676,258

 

 

  $

28.46

 

 

1.48 years

 

 

  $

391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at year-end

 

663,206

 

 

  $

28.88

 

 

1.45 years

 

 

  $

199

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A summary of changes in unvested stock options and related information for the year ended December 31, 2012 is presented below:

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Average

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Fair Value

 

Unvested Options

 

Shares

 

(per share)

 

Unvested at January 1, 2012

 

186,914

 

 

$

4.77

 

Granted

 

 

 

 

Vested

 

(163,758

)

 

4.48

 

Forfeited

 

(8,654

)

 

13.21

 

 

 

 

 

 

 

 

Unvested at December 31, 2012

 

14,502

 

 

$

3.00

 

 

 

 

 

 

 

 

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:

 

 

 

Year Ended December 31,

 

 

 

2012(5)

 

2011

 

2010(5)

 

Expected term (1)

 

N/A

 

4 years

 

N/A

 

Expected volatility (2)

 

N/A

 

78.1%

 

N/A

 

Expected dividend yield (3)

 

N/A

 

0.2%

 

N/A

 

Risk-free interest rate (4)

 

N/A

 

1.6%

 

N/A

 

 

(1)                                        The expected term (estimated period of time outstanding) of stock options granted was estimated using the historical exercise behavior of employees.

 

(2)                                        The expected volatility was based on historical volatility for a period equal to the stock option’s expected term.

 

(3)                                        The expected dividend yield is based on the Company’s prevailing dividend rate at the time of grant.

 

(4)                                        The risk-free rate is based on the U.S. Treasury strips in effect at the time of grant equal to the stock option’s expected term.

 

(5)                                        The Company did not issue any stock options during the years ended December 31, 2012, and December 31, 2010.

 

The following table summarizes information about stock options outstanding as of December 31, 2012:

 

 

 

Options Outstanding

 

Options Exercisable

 

 

 

 

 

Weighted

 

Weighted

 

 

 

Weighted

 

 

 

Number of

 

Average

 

Average

 

Number of

 

Average

 

Range of

 

Outstanding

 

Exercise

 

Remaining

 

Exercisable

 

Exercise

 

Exercise Prices

 

Options

 

Price

 

Contractual Life

 

Options

 

Price

 

$0.00 to $4.99

 

7,765

 

$

4.25

 

3.25 years

 

 

$

 

$5.00 to $9.99

 

3,646

 

5.43

 

3.21 years

 

 

 

$10.00 to $14.99

 

9,328

 

14.87

 

2.94 years

 

6,237

 

14.84

 

$15.00 to $19.99

 

6,321

 

18.07

 

2.27 years

 

6,321

 

18.07

 

$20.00 to $24.99

 

340,697

 

21.09

 

2.13 years

 

340,697

 

21.09

 

$25.00 to $29.99

 

 

 

 

 

 

$30.00 to $34.99

 

 

 

 

 

 

$35.00 to $39.99

 

303,451

 

37.90

 

0.66 years

 

303,451

 

37.90

 

$40.00 to $44.99

 

6,500

 

40.37

 

0.66 years

 

6,500

 

40.37

 

$0.00 to $44.99

 

677,708

 

$

28.41

 

1.49 years

 

663,206

 

$

28.88

 

 

 

 

 

 

 

 

 

 

 

 

 

 

During the years ended December 31, 2012, 2011 and 2010, information related to stock options are presented as follows:

 

 

 

Year Ended December 31,

 

 

 

2012

 

2011

 

2010

 

Weighted average grant date fair value of stock options granted during the year(1)

 

$

 

$

13.21

 

$

 

Total intrinsic value of options exercised (in thousands)

 

$

978

 

$

2,650

 

$

1,772

 

Total fair value of options vested (in thousands)

 

$

3,717

 

$

1,274

 

$

2,137

 

 

(1)                                        The Company did not issue any stock options during the years ended December 31, 2012, and December 31, 2010.

 

As of December 31, 2012, total unrecognized compensation cost related to stock options amounted to $17 thousand. This cost is expected to be recognized over a weighted average period of 0.3 years.

 

Restricted Stock Awards— In addition to stock options, the Company also grants restricted stock awards to directors, officers and employees. The restricted stock awards fully vest after one to five years of continued employment from the date of grant; some of the awards are also subject to achievement of certain established financial goals. The Company becomes entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted stock when the restrictions are released and the shares are issued. Restricted stock awards are forfeited if officers and employees terminate employment prior to the lapsing of restrictions or if established financial goals are not achieved. The Company records forfeitures of issued restricted stock as treasury share repurchases.

 

A summary of the activity for the Company’s time-based and performance-based restricted stock awards as of December 31, 2012, including changes during the year then ended, is presented below:

 

 

 

2012

 

 

 

Restricted Stock Awards

 

 

 

Time-Based

 

Performance-Based

 

 

 

 

 

Weighted

 

 

 

Weighted

 

 

 

 

 

Average

 

 

 

Average

 

 

 

Shares

 

Price

 

Shares

 

Price

 

Outstanding at beginning of year

 

1,812,890

 

$

16.79

 

480,735

 

$

22.19

 

Granted

 

47,214

 

21.66

 

465,175

 

22.05

 

Vested

 

(157,074

)

22.51

 

(217,906

)

21.08

 

Forfeited

 

(190,634

)

17.46

 

(33,166

)

22.55

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of year

 

1,512,396

 

$

16.30

 

694,838

 

$

22.43

 

 

 

 

 

 

 

 

 

 

 

 

During 2012 there were no restricted stock granted to outside directors.

 

Restricted stock awards are valued at the closing price of the Company’s stock on the date of award. The weighted average fair values of time-based restricted stock awards granted during the years ended December 31, 2012, 2011, and 2010 were $21.66, $19.17, and $17.11, respectively. The weighted average fair value of performance-based restricted stock awards granted during the year ended December 31, 2012 and 2011 were $22.05 and $22.25. There was no performance-based restricted stock awarded during the year 2010. The total fair value of time-based restricted stock awards vested during 2012, 2011 and 2010 was $3.5 million, $4.9 million and $4.3 million, respectively. The total fair value of performance-based restricted stock award vested during the year 2012 was $4.7 million. There were no performance-based restricted stock awards vested during the years ended December 31, 2011 and 2010.

 

As of December 31, 2012, total unrecognized compensation cost related to time-based and performance-based restricted stock awards amounted to $7.9 million and $10.5 million, respectively. This cost is expected to be recognized over a weighted average period of 1.64 years and 1.88 years, respectively.

 

Stock Purchase Plan—The Company adopted the 1998 Employee Stock Purchase Plan (the “Purchase Plan”) providing eligible employees of the Company and its subsidiaries participation in the ownership of the Company through the right to purchase shares of its common stock at a discount. The Purchase Plan allows employees to purchase shares at 90% of the per share market price at the date of exercise, with an annual common stock value purchase limitation of $25,000. As of December 31, 2012, the Purchase Plan qualifies as a non-compensatory plan under Section 423 of the Internal Revenue Code and, accordingly, no compensation expense is recognized under the Purchase Plan.

 

The Purchase Plan covers a total of 2,000,000 shares of the Company’s common stock. During 2012 and 2011, 59,142 shares totaling $1.2 million and 64,032 shares totaling $1.0 million, respectively, were sold to employees under the Purchase Plan.