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Share-based compensation plans
12 Months Ended
Dec. 31, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-based compensation plans

16.

Share-based compensation plans

At December 31, 2015, the Company had stock option and award plans, and an employee stock purchase plan, which are described below.

2012 Long Term Incentive Plan

The Board of Directors adopted the Orthofix International N.V. 2012 Long-Term Incentive Plan (the “2012 LTIP”) on April 13, 2012, subject to shareholder approval, which was subsequently provided by shareholder ratification. The 2012 LTIP provides for the grant of options to purchase shares of the Company’s common stock, stock awards (including restricted stock, unrestricted stock, and stock units), stock appreciation rights, performance-based awards and other equity-based awards. All of the Company’s employees and the employees of the Company’s subsidiaries and affiliates are eligible and may receive awards under the 2012 LTIP. In addition, the Company’s non-employee directors and consultants and advisors who perform services for the Company and the Company’s subsidiaries and affiliates may receive awards under the 2012 LTIP. Incentive share options, however, are only available to the Company’s employees. The Company reserves a total of 3,200,000 shares of common stock for issuance pursuant to the 2012 LTIP, subject to certain adjustments set forth in the 2012 LTIP. At December 31, 2015, there were 653,040 options outstanding under the 2012 LTIP Plan, of which 185,788 were exercisable; in addition, there were 571,488 shares of unvested restricted stock outstanding.

2004 Long Term Incentive Plan

The 2004 Long Term Incentive Plan (the “2004 LTIP Plan”) reserves 3.1 million shares for issuance (in addition to shares (i) available for future awards as of June 29, 2004 under prior plans or (ii) that become available for future issuance upon the expiration or forfeiture after June 29, 2004 of awards upon prior plans). Awards generally vest on years of service with all awards fully vesting within three years from the date of grant for employees and either three or five years from the date of grant for non-employee directors. Awards can be in the form of a stock option, restricted stock, restricted share unit, performance share unit, or other award form determined by the Board of Directors. Awards granted under the 2004 LTIP Plan expire no later than ten years after the date of the grant. The 2004 LTIP Plan provides an annual grant to non-employee directors of 5,000 shares and limits the future the number of shares that may be awarded under the plan as full value awards to 100,000 shares. At December 31, 2015, there were 609,562 options outstanding under the 2004 LTIP Plan, of which 609,562 were exercisable; in addition, there were no shares of unvested restricted stock outstanding.

 

Stock Purchase Plan

The Orthofix International N.V. Amended and Restated Stock Purchase Plan (the “Stock Purchase Plan”) provides for the issuance of shares of the Company’s common stock to eligible employees and directors of the Company and its subsidiaries that elect to participate in the plan and acquire shares of common stock through payroll deductions (including executive officers).

During each purchase period, eligible employees may designate between 1% and 25% of their compensation to be deducted for the purchase of common stock under the plan (or such other percentage in order to comply with regulations applicable to Employees domiciled in or resident of a member state of the European Union). For eligible directors, the designated percentage will be an amount equal to his or her annual or other director compensation paid in cash for the current plan year. The purchase price of the shares under the plan is equal to 85% of the fair market value on the first day of the plan year (which is a calendar year, running from January 1 to December 31) or, if lower, on the last day of the plan year.

Due to the compensatory nature of such plan, the Company has recorded the related share based compensation in the consolidated statement of operations. The aggregate number of shares reserved for issuance under the Employee Stock Purchase Plan is 1,850,000 shares. As of December 31, 2015, 1,617,827 shares had been issued under the Stock Purchase Plan.

Share-Based Compensation:

The following tables show the detail of share-based compensation by line item in the consolidated statements of operations as well as by grant type, for the years ended December 31, 2015, 2014 and 2013 and the assumptions for each of these years in which grants were awarded:

 

 

 

Year Ended December 31,

 

(U.S. Dollars in thousands)

 

2015

 

 

2014

 

 

2013

 

Cost of sales

 

$

440

 

 

$

137

 

 

$

104

 

Sales and marketing

 

 

1,304

 

 

 

1,701

 

 

 

1,444

 

General and administrative

 

 

5,051

 

 

 

3,578

 

 

 

4,483

 

Research and development

 

 

419

 

 

 

308

 

 

 

236

 

Total

 

$

7,214

 

 

$

5,724

 

 

$

6,267

 

 

 

 

Year Ended December 31,

 

(U.S. Dollars in thousands)

 

2015

 

 

2014

 

 

2013

 

Stock options

 

$

1,437

 

 

$

1,391

 

 

$

2,753

 

Restricted stock awards

 

 

4,606

 

 

 

3,400

 

 

 

1,964

 

Stock purchase plan

 

 

1,171

 

 

 

933

 

 

 

1,550

 

Total

 

$

7,214

 

 

$

5,724

 

 

$

6,267

 

 

 

 

 

Year Ended December 31,

 

Assumptions:

 

2015

 

 

2014

 

 

2013

 

Expected term

 

4.50 years

 

 

5.00 years

 

 

5.00 years

 

Expected volatility

 

31.1% – 31.6%

 

 

31.7% – 34.5%

 

 

32.1% – 50.8%

 

Risk free interest rate

 

1.37% – 1.54%

 

 

1.52% – 1.70%

 

 

0.58% – 1.52%

 

Dividend rate

 

 

 

 

 

 

Weighted average fair value of options granted

   during the year

 

$

9.49

 

 

$

10.45

 

 

$

10.83

 

 

Stock Option Activity:

Summaries of the status of the Company’s stock option plans as of December 31, 2015 and 2014 and changes during the year ended December 31, 2015 are presented below:

 

 

 

Options

 

 

Weighted Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Term

 

Outstanding at December 31, 2014

 

 

1,527,836

 

 

$

34.91

 

 

 

 

 

Granted

 

 

208,890

 

 

$

33.28

 

 

 

 

 

Exercised

 

 

(93,184

)

 

$

31.19

 

 

 

 

 

Forfeited

 

 

(230,940

)

 

$

38.92

 

 

 

 

 

Outstanding at December 31, 2015

 

 

1,412,602

 

 

$

34.26

 

 

 

5.22

 

Vested and expected to vest at

   December 31, 2015

 

 

1,332,992

 

 

$

34.39

 

 

 

5.02

 

Options exercisable at December 31, 2015

 

 

795,350

 

 

$

35.06

 

 

 

2.96

 

  

The table below summarizes the options outstanding and exercisable by exercise price range as of December 31, 2015:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Number

Outstanding

 

 

Weighted

Average

Remaining

Contractual

Life

 

 

Weighted

Average

Exercise

Price

 

 

Number

Exercisable

 

 

Weighted

Average

Exercise

Price

 

$10.42 – $21.78

 

 

131,000

 

 

 

6.23

 

 

$

21.07

 

 

 

71,004

 

 

$

20.65

 

$22.75 – $27.98

 

 

133,333

 

 

 

5.51

 

 

$

25.14

 

 

 

93,333

 

 

$

24.86

 

$28.29 – $31.40

 

 

131,500

 

 

 

3.66

 

 

$

29.30

 

 

 

114,000

 

 

$

29.29

 

$31.83 – $32.28

 

 

98,150

 

 

 

6.96

 

 

$

32.11

 

 

 

42,500

 

 

$

31.99

 

$33.12 – $33.12

 

 

165,990

 

 

 

9.10

 

 

$

33.12

 

 

 

 

 

$

 

$33.24 – $36.25

 

 

148,650

 

 

 

8.26

 

 

$

35.64

 

 

 

30,284

 

 

$

36.25

 

$36.46 – $38.11

 

 

129,592

 

 

 

1.35

 

 

$

37.90

 

 

 

119,842

 

 

$

38.02

 

$38.82 – $39.94

 

 

299,687

 

 

 

4.56

 

 

$

39.32

 

 

 

149,687

 

 

$

39.81

 

$41.37 – $44.97

 

 

156,200

 

 

 

2.32

 

 

$

44.10

 

 

 

156,200

 

 

$

44.10

 

$45.84 – $50.99

 

 

18,500

 

 

 

0.92

 

 

$

48.43

 

 

 

18,500

 

 

$

48.43

 

$10.42 – $50.99

 

 

1,412,602

 

 

 

5.22

 

 

$

34.26

 

 

 

795,350

 

 

$

35.06

 

  

As of December 31, 2015, the unamortized compensation expense relating to options granted and expected to be recognized was $2.6 million. This amount is expected to be recognized through June 2019. The weighted average remaining contractual life of exercisable options was 2.96 years at December 31, 2015. The total intrinsic value of options exercised was $0.7 million, $2.1 million and $0.4 million for the years ended December 31, 2015, 2014 and 2013, respectively. The aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2015 is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock for the shares that had exercise prices that were lower than the $39.21 closing price of the Company’s stock on December 31, 2015. The aggregate intrinsic value of options outstanding was $8.0 million, $2.4 million and $0.5 million for the years ended December 31, 2015, 2014, and 2013, respectively. The aggregate intrinsic value of options exercisable was $4.3 million, $1.0 million and $0.2 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Restricted Stock:

During the year ended December 31, 2015, the Company granted to employees and non-employee directors 314,278 shares of restricted stock, 110,660 of which are performance based, which vest at various dates through August 2019. During the year ended December 31, 2014, the Company granted to employees and non-employee directors 358,450 shares of restricted stock, 99,600 of which are performance based, which vest at various dates through December 2018. The compensation expense, which represents the fair value of the stock measured at the market price at the date of grant, less estimated forfeitures, is recognized on a straight-line basis over the vesting period. No compensation expense has been recorded to date related to the performance-based restricted stock awards granted in 2014 or 2015, which vest based upon the achievement of certain earnings targets as the achievement of those targets is not considered probable as of December 31, 2015. The aggregate fair value of restricted stock that vested during the years ended December 31, 2015, 2014 and 2013 was $5.6 million, $2.5 million and $2.1 million, respectively. Unamortized compensation expense related to restricted stock amounted to $16.1 million at December 31, 2015, of which $6.6 million related to performance based restricted stock that is contingent upon meeting certain performance based vesting criteria, and is expected to be recognized over a weighted average period of approximately 2.4 years.  The aggregate intrinsic value of restricted stock outstanding was $22.4 million, $13.9 million and $6.5 million for the years ended December 31, 2015, 2014 and 2013, respectively.

A summary of the status of our restricted stock as of December 31, 2015 and 2014 and changes during the year ended December 31, 2015 are presented below:

 

 

 

Service-based

Awards

 

 

Performance-based

Awards

 

 

 

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

 

Shares

 

 

Weighted

Average Grant

Date Fair Value

 

Non-vested as of December 31, 2014

 

 

374,926

 

 

$

30.47

 

 

 

86,050

 

 

$

36.25

 

Granted

 

 

203,618

 

 

$

33.27

 

 

 

110,660

 

 

$

33.12

 

Vested

 

 

(183,216

)

 

$

30.35

 

 

 

 

 

$

 

Cancelled

 

 

(16,190

)

 

$

27.42

 

 

 

(4,400

)

 

$

36.25

 

Non-vested as of December 31, 2015

 

 

379,138

 

 

$

32.15

 

 

 

192,310

 

 

$

34.45