Quarterly report pursuant to Section 13 or 15(d)

Restricted Common Stock and Stock Appreciation Rights ("SARs")

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Restricted Common Stock and Stock Appreciation Rights ("SARs")
9 Months Ended
Sep. 30, 2013
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Restricted Common Stock and Stock Appreciation Rights ("SARs")
7.   Restricted Common Stock and Stock Appreciation Rights (“SARs”)

Prior to the IPO, the Company granted options and SARs under a stock-based compensation award program (the “Program”). The options were exercisable into shares of unvested restricted common stock. The Program was administered by the board of directors. The board determined the terms of an award, including the amount, number of rights or shares, and vesting period, among others. Options issued generally had terms of one year or less and the restricted common stock issued upon exercise of the options generally vested over three to five years. The exercise price of the options was based upon a formula equivalent to the net book value of common stock as of the end of the fiscal year immediately preceding the date of issuance. The Company had not formally reserved any shares of its common stock for future stock awards under the Program.

In prior years and during the nine months ended September 30, 2013, employees of the Company exercised stock options through the issuance of notes receivable. Cash payments on notes receivable were presented as an increase in consolidated stockholders’ equity. Such notes bore interest at a rate of 5% or 6% per annum and were due in defined installments on various remaining dates through April 15, 2016, which was consistent with the vesting periods of the restricted common stock.

There were no redemptions or cancelations of stock options during the three and nine ended September 30, 2013 or September 30, 2012.

The following is a summary of the Company’s stock option activity:

 

     Nine months Ended September 30,  
     2013      2012  
     Shares
Under
Options
    Weighted-
Average
Exercise
Price
     Shares
Under
Options
    Weighted-
Average
Exercise
Price
 

Options outstanding at beginning of period:

     750      $ 28.86         3,500      $ 25.67   

Exercised

     (750     28.86         (3,500     25.67   
  

 

 

   

 

 

    

 

 

   

 

 

 

Options outstanding at end of period

     —        $ —           —        $ —     
  

 

 

   

 

 

    

 

 

   

 

 

 

The following is a summary of the Company’s restricted common stock activity:

 

     Nine months Ended September 30,  
     2013      2012  
     Restricted
Stock
     Weighted-
Average
Grant
Date Fair
Value
     Restricted
Stock
     Weighted-
Average
Grant
Date Fair
Value
 

Restricted common stock outstanding at beginning of period:

     27,999       $ 23.36         24,499       $ 23.36   

Issued upon exercise of stock options

     750         28.86         3,500         25.67   
  

 

 

    

 

 

    

 

 

    

 

 

 

Restricted common stock outstanding at end of period

     28,749       $ 23.76         27,999       $ 23.67   
  

 

 

    

 

 

    

 

 

    

 

 

 

Restricted common stock vested at end of period

     26,605            22,682      

Restricted common stock unvested at end of period

     2,144            5,317      

 

The following is a summary of the Company’s SARs activity:

 

     Nine Months Ended
September 30,
 
     2013      2012  

SARs outstanding at beginning and end of period:

     28,733         27,983   
  

 

 

    

 

 

 

SARs vested at end of period

     26,589         22,666   
  

 

 

    

 

 

 

 

Stock-based Compensation Expense and Deemed Capital Contribution (Distribution) From MMC

Historically, MMC assumed the Company’s obligation with respect to any appreciation in the value of the underlying vested awards and SARs in excess of the employees’ exercise price. MMC was deemed to make a capital contribution to the Company’s additional paid-in capital equal to the amount of compensation expense recorded, net of the applicable taxes. Based on the tax-sharing agreement between the Company and MMC, the tax deduction on the compensation expense recorded by the Company was allocated to MMC. MMC recorded the liability related to the appreciation in the value of the underlying stock and SARs in its consolidated financial statements. To the extent of any depreciation in the value of the underlying vested awards and SARs (limited to the amount of any appreciation previously recorded from the employees’ original exercise price), compensation expense was reduced and MMC was deemed to receive a capital distribution.

The total compensation cost related to unvested stock and SARs was generally recognized over approximately four years. Restricted common stock issued upon exercise of stock options was generally vested over three to five years and stock options typically were exercised immediately for a note receivable.

The total formula-settlement value and total compensation cost related to non-vested stock and SARs are as follows:

 

     Nine Months
Ended
September 30,
 
     2013      2012  

Stock

   $ 271       $ 421   

Rights under SARs

   $ 225       $ 313   

During the three months ended September 30, 2013 and 2012, total stock based compensation expense was $2,053 and $1,760, respectively. During the nine months ended September 30, 2013 and 2012, total stock based compensation expense was $4,679 and $3,943, respectively.

The total fair value of stock and SARs that vested during the nine months ended September 30 was as follows:

 

     Nine Months
Ended
September 30,
 
     2013      2012  

Stock

   $ 470       $ 695   

Rights under SARs

   $ 405       $ 566   

In conjunction with the IPO, the vesting of all unvested restricted stock and all unvested SARs was accelerated. See Note 9 - Subsequent Events for additional information.