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Stock-Based Compensation
12 Months Ended
Dec. 31, 2011
Stock-Based Compensation [Abstract]  
Stock-Based Compensation

(3)  Stock-Based Compensation

 

As noted in Note 1(n), Stock-Based Compensation, the Company accounts for its stock-based compensation by recognizing the grant date fair value of stock-based awards, net of estimated forfeitures, as compensation expense on a straight-line basis over the underlying requisite service periods of the related awards. The following table reflects the total stock-based compensation expense amounts included in the accompanying Consolidated Statements of Operations:

 

 

 

2011

 

 

2010

 

 

2009

 

 

 

(In thousands)

 

Cost of ATM operating revenues

 

$

903

 

 

$

753

 

 

$

798

 

Selling, general, and administrative expenses

 

 

8,421

 

 

 

5,284

 

 

 

3,822

 

Total stock-based compensation expense

 

$

9,324

 

 

$

6,037

 

 

$

4,620

 

 

 

 

 

 

 

 

 

 

 

 

The increase in stock-based compensation expense in 2011 compared to 2010 and 2009 was due to the issuance of additional shares of restricted stock awards ("RSAs") and restricted stock units ("RSUs") to certain of the Company's employees and directors during 2011. All grants during the periods above were granted under the Company's Amended and Restated 2007 Stock Incentive Plan (discussed below).

 

During the first quarter of 2011, the Company granted RSUs under the Company's 2011 Long Term Incentive Plan (the "2011 LTIP"), which is an equity program under the 2007 Stock Incentive Plan. A base pool of 273,411 RSUs has been set aside for the 2011 LTIP. From this amount, the Compensation Committee of the Company's Board of Directors (the "Committee") granted RSUs totaling 264,750, which could result in the issuance of up to 546,822 shares of common stock in the future, depending on the Company's achievement of certain performance levels during calendar year 2011. The fair value of a single RSU granted under the 2011 LTIP was $16.82 on the date of the grant. These grants have both a performance-based and a service-based vesting schedule; accordingly, the number of RSUs potentially earned by an individual will be based on the level of performance achieved during calendar year 2011. Once the performance-based vesting requirements are determined to be met by the Committee, the RSUs will be earned by the individual and will vest 50% on the second anniversary of the grant date and 25% each on the third and fourth anniversaries of the grant date. Although the RSUs were not be considered earned and outstanding until at least the minimum performance metrics were met, the Company recognized the related compensation expense over the requisite service period using a graded vesting methodology. As of December 31, 2011, compensation expense for the achievement of maximum performance level (200% of the granted and non-forfeited RSUs) was recognized as management had determined that the corresponding performance levels during calendar year 2011 had been met.

 

Stock-Based Compensation Plans. The Company currently has two long-term incentive plans — the 2007 Stock Incentive Plan (the "2007 Plan") and the 2001 Stock Incentive Plan (the "2001 Plan"). The purpose of each of these plans is to provide members of the Company's Board of Directors and employees of the Company and its affiliates additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its affiliates. Equity grants awarded under these plans generally vest ratably over four years based on continued employment and expire 10 years from the date of grant.

 

2007 Plan. In August 2007, the Company's Board of Directors and the stockholders of the Company approved the 2007 Plan. The adoption, approval, and effectiveness of this plan were contingent upon the successful completion of the Company's initial public offering, which occurred in December 2007. The 2007 Plan provides for the granting of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code, options that do not constitute incentive stock options, restricted stock awards, phantom stock awards, restricted stock units, bonus stock awards, performance awards, and annual incentive awards. The number of shares of common stock that may be issued under the 2007 Plan may not exceed 5,179,393 shares, which was increased by 2,000,000 shares, from 3,179,393 shares, at the Company's 2010 Annual Meeting of Shareholders held on June 15, 2010. The shares issued under the 2007 Plan are subject to further adjustment to reflect stock dividends, stock splits, recapitalizations, and similar changes in the Company's capital structure. As of December 31, 2011, 416,500 options and 2,855,890 shares of restricted stock, net of cancellations, had been granted under the 2007 Plan.

 

2001 Plan. In June 2001, the Company's Board of Directors adopted the 2001 Plan, which was subsequently amended for various reasons. As a result of the adoption of the 2007 Plan, at the direction of the Board of Directors, no further awards will be granted under the Company's 2001 Plan. As of December 31, 2011, options to purchase an aggregate of 6,438,172 shares of common stock (net of options cancelled) had been granted pursuant to the 2001 Plan, all of which the Company considered as non-qualified stock options, and options to purchase 5,225,812 shares of common stock had been exercised.

 

Stock Options. The following table is a summary of the Company's stock option transactions for the year ended December 31, 2011:

 

 

 

 

 

 

 

 

Number

of Shares

 

 

 

 

 

 

Weighted

Average

Exercise Price

 

 

Aggregate Intrinsic Value
(in thousands)

 

Weighted

Average

Remaining Contractual Term

Options outstanding as of January 1, 2011

 

 

2,512,005

 

 

$

9.63

 

 

 

 

 

 

Exercised

 

 

(1,207,555

)

 

$

9.64

 

 

 

 

 

 

Forfeited

 

 

(22,500

)

 

$

3.10

 

 

 

 

 

 

Options outstanding as of December 31, 2011

 

 

1,281,950

 

 

$

9.73

 

 

$

22,617

 

4.26 years

 

 

 

 

 

 

 

 

 

 

 

 

 

Options vested and exercisable as of December 31, 2011

 

 

1,192,200

 

 

$

9.89

 

 

$

20,850

 

4.01 years

 

Options exercised during the years ended December 31, 2011, 2010, and 2009 had a total intrinsic value of approximately $15.1 million, $11.3 million, and $2.3 million, respectively, which resulted in tax benefits to the Company of approximately $5.3 million, $3.9 million, and $0.8 million, respectively. However, because the Company is currently in a net operating loss carryforward position, such benefits have not been reflected in the accompanying consolidated financial statements. The cash received by the Company as a result of option exercises was $11.4 million, $7.4 million, and $1.6 million for the years ended December 31, 2011, 2010, and 2009, respectively. The Company handles stock option exercises and other stock grants through the issuance of new common shares.

 

Fair Value Assumptions. The Company utilizes the Black-Scholes option-pricing model to value options, which requires the input of certain subjective assumptions, including the expected life of the options, a risk-free interest rate, a dividend rate, an estimated forfeiture rate, and the future volatility of the Company's common equity. These assumptions are based on management's best estimate at the time of grant. There were no options granted in 2011. Listed below are the assumptions utilized in the fair value calculations for options issued during 2010 and 2009:

 

 

 

2010

 

2009

Weighted average estimated fair value per stock option granted

 

$5.50

 

$3.02

Valuation assumptions:

 

 

 

 

Expected option term (in years)

 

6.25

 

6.25

Expected volatility

 

46.5% - 50.0%

 

49.5% - 53.3%

Expected dividend yield

 

0.00%

 

0.00%

Risk-free interest rate

 

2.7% - 3.0%

 

2.3% - 3.0%

 

The expected option term of 6.25 years was determined based on the simplified method outlined in SEC Staff Accounting Bulletin ("SAB") No. 107, as issued by the SEC. This method is based on the vesting period and the contractual term for each grant and is calculated by taking the average of the expiration date and the vesting period for each vesting tranche. In the future, as information regarding its exercise history becomes more available, the Company will consider changing this method of deriving the expected term. Such a change could impact the fair value of options granted in the future. Due to the lack of historical data regarding exercise history, the Company will continue to utilize the simplified method outlined in SAB No. 107, as permitted by SAB No. 110. The estimated forfeiture rates utilized by the Company are based on the Company's historical option forfeiture rates and represent the Company's best estimate of future forfeiture rates. The Company periodically monitors the level of actual forfeitures to determine if such estimate should be modified prospectively, as well as adjust the compensation expense previously recorded.

 

Prior to December 2007, the Company's common stock was not publicly-traded and the historical transactions involving the Company's privately-held equity were limited and infrequent in nature. As a result, the expected volatility factors utilized were determined based on a combination of historical volatility rates for certain companies with publicly-traded equity that operate in the same or related businesses as that of the Company as well as for the Company itself, which was included in the calculation beginning in 2010 since there was sufficient history since its stock became publicly traded. The volatility factors utilized represent the simple average of the historical daily volatility rates obtained for each company within the designated peer group, including the Company itself, over multiple periods of time, up to and including a period of time commensurate with the expected option term discussed above. The Company believes that the volatility rate calculations, which are based on a combination of its own historical volatility rates along with its peer group's rates, represent reasonable estimates of the Company's expected future volatility. Until there is adequate historical information to determine the volatility of its common stock solely based on its own common stock, the Company will continue to utilize volatility factors based on a combination of its own stock and its peer group.

 

The expected dividend yield was assumed to be zero as the Company has not historically paid, and does not anticipate paying, dividends with respect to its common equity. The risk-free interest rates reflect the rates in effect as of the grant dates for U.S. treasury securities with a term similar to that of the expected option term referenced above.

 

Non-Vested Stock Options. The following table is a summary of the status of the Company's non-vested stock options as of December 31, 2011, and changes during the year ended December 31, 2011:

 

 

 

 

 

 

 

Number of Shares Under Outstanding Options

 

 

 

 

 

 

Weighted

Average Grant Date Fair Value

 

 

 

Non-vested options as of January 1, 2011

 

 

349,547

 

 

$

3.34

 

Forfeited

 

 

(22,500

)

 

$

1.32

 

Vested

 

 

(237,297

)

 

$

3.34

 

Non-vested options as of December 31, 2011

 

 

89,750

 

 

$

3.82

 

 

As of December 31, 2011 there was $0.2 million of total unrecognized compensation cost related to non-vested stock options granted under the Company's equity incentive plans. That cost is expected to be recognized on a straight-line basis over a remaining weighted-average vesting period of approximately 1.7 years. The total fair value of options that vested during the year ended December 31, 2011 was 0.8 million, and during each of the years ended December 31, 2010 and 2009 was $1.5 million. Compensation expense recognized related to stock options totaled approximately $0.5 million, $1.1 million, and $1.5 million for the years ended December 31, 2011, 2010 and 2009, respectively.

 

Restricted Share Awards. A summary of the Company's outstanding RSAs as of December 31, 2011 and changes during the year ended December 31, 2011 are presented below:

 

 

 

 

 

 

 

 

Number

 

 

 

of Shares

 

RSAs outstanding as of January 1, 2011

 

 

1,558,315

 

Granted

 

 

143,200

 

Vested

 

 

(567,403

)

Forfeited

 

 

(27,500

)

RSAs outstanding as of December 31, 2011

 

 

1,106,612

 

 

During 2011, the Company granted 143,200 RSAs to certain employees and directors. These shares, the majority of which represent shares that will vest ratably over a four-year service period, had a total grant-date fair value of $3.3 million, or a weighted-average of $23.13 per share. The total fair value of RSAs that vested during the years ended December 31, 2011, 2010, and 2009 was $5.7 million, $3.1 million and $3.6 million, respectively. Compensation expense associated with the RSA grants totaled approximately $5.9 million, $4.9 million, and $3.1 million during 2011, 2010, and 2009, respectively, and based upon management's estimates of forfeitures, there was approximately $9.5 million of unrecognized compensation cost associated with these shares as of December 31, 2011, which will be recognized on a straight-line basis over a remaining weighted-average vesting period of approximately 2.5 years.