For the Years Ended December 31, 2011, 2010 and 2009
The Company accounts for stock options and restricted stock as equity awards whereas the stock appreciation rights and employee stock purchase plan are accounted for as liability awards. Compensation expense for stock options and restricted stock awards is recognized on a straight-line basis over the vesting period of the awards.
The following table summarizes share-based compensation expense recorded during each period presented:
|For the year ended December 31,|
|Stock options||$ 1,743||$ 1,407||$ 1,137|
|Restricted stock awards||4,554||2,658||1,653|
|Stock appreciation rights||179||123||54|
|Employee stock purchase plan||330||270||240|
|Total share-based compensation||$ 6,806||$ 4,458||$ 3,084|
The 2003 Stock Incentive Plan (the "2003 Plan") provides for the issuance of shares of common stock and includes a continuation and extension of the predecessor plan. As with the predecessor plan, the 2003 Plan provides for equity compensation awards, including principally incentive and non-statutory stock options, restricted stock, stock appreciation rights, and long-term incentive program ("LTIP") awards. In addition, the 2003 Plan contains provisions intended to qualify the LTIP under Section 162(m) of the Internal Revenue Code of 1986, as amended. As of December 31, 2011, there were 759,762 shares available for grant under the plan.
LTIP awards provide certain senior executives an opportunity to receive award payments in either stock or cash as determined by the Personnel and Compensation Committee of the Board of Directors in accordance with the Plan, at the end of a three-year performance cycle. For the performance cycle, the Company's financial results are compared to the Russell 2000 indices for the same periods based upon the following: (a) average return on total capital, (b) earnings per share growth and (c) total return to shareholders. No awards will be payable unless the Company's performance is at least in the 25th percentile of the designated indices. The maximum award is payable if performance reaches the 75th percentile of the designated indices. Awards for performance between the 25th and 75th percentiles are determined by straight-line interpolation. Generally, LTIP awards are paid in cash.
Stock options are granted with an exercise price equal to the average market price of our stock at the date of grant. Stock options and Stock Appreciation Rights ("SAR"s) granted under the plan generally expire ten years from the date of grant and vest 20% each year over a 5-year period on each of the first five anniversaries from the date of grant. Restricted Stock Awards ("RSAs") are generally granted with restrictions that lapse at the rate of 20% per year over a 5-year period on each of the first five anniversaries from the date of grant. Generally, these awards are subject to forfeiture if a recipient separates from service with the Company.
Stock option activity is as follows:
|Options outstanding at December 31, 2010||985,079||$ 20.81|
|Forfeited or expired||(10,764)||19.61|
|Options outstanding at December 31, 2011||979,658||$ 23.35|
|The following table presents information regarding options outstanding as of December 31, 2011:|
|Weighted-average remaining contractual term - options outstanding (years)||6.6|
|Aggregate intrinsic value - options outstanding (in thousands)||$ 4,703|
|Weighted-average exercise price - options outstanding||$ 23.35|
|Weighted-average remaining contractual term - options exercisable (years)||4.8|
|Aggregate intrinsic value - options exercisable (in thousands)||$ 2,875|
|Weighted-average exercise price - options exercisable||$ 19.98|
The intrinsic value represents the amount by which the market price of the stock on the measurement date exceeds the exercise price of the option. The intrinsic value of options exercised in 2011, 2010 and 2009 was $2.9 million, $1.5 million and $0.3 million, respectively. The Company currently has an open stock repurchase plan, which would enable the Company to repurchase shares as needed. Prior to 2008 the Company generally issued shares related to option exercises and RSAs from treasury stock; however, since 2007 the Company has issued shares from its authorized but unissued common stock.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model. The following table indicates the weighted-average assumptions used in estimating fair value:
|Expected option term (years)||6.5||6.5||6.5|
|Expected volatility||43.9 %||46.1 %||47.7 %|
|Risk-free interest rate||2.9 %||3.2 %||2.0 %|
|Expected dividend yield||2.2 %||3.3 %||2.2 %|
|Per share fair value of options granted||$ 12.05||$ 9.28||$ 6.43|
The expected term of options granted represents the period of time that option grants are expected to be outstanding. In predicting the life of option grants, all stock options meet the definition of "plain vanilla" options and therefore, the "simplified" method was used to calculate the term for grants. Forfeitures of options are estimated based upon historical data and are adjusted based upon actual occurrences. The cumulative effect of restricted stock forfeitures was immaterial. The volatility assumption is based on the historical daily price data of the Company's stock over a period equivalent to the weighted-average expected term of the options. Management evaluated whether there were factors during that period that were unusual and would distort the volatility figure if used to estimate future volatility and concluded that there were no such factors. The Company relies only on historical volatility since future volatility is expected to be consistent with historical volatility.
The risk-free interest rate assumption is based upon the interpolation of various U.S. Treasury rates determined at the date of option grant. Expected dividends are based upon a historical analysis of our dividend yield over the past year.
Restricted Stock activity is as follows:
date fair value
|Restricted Stock outstanding at December 31, 2010||287,761||$ 22.84|
|Forfeited or expired||(1,382)||24.56|
|Restricted Stock outstanding at December 31, 2011||309,533||$ 25.74|
The grant date fair value for restricted stock is the average market price of the unrestricted shares on the date of grant. The total fair value of restricted stock awards vested during 2011, 2010 and 2009 was $4.0 million, $2.5 million and $1.2 million, respectively.
Stock Appreciation Rights activity is as follows:
|SARs outstanding at December 31, 2010||21,700||$ 10.66|
|Forfeited or expired||—||—|
|SARs outstanding at December 31, 2011||—||$ —|
SARs are re-evaluated on a quarterly basis using the Black-Scholes valuation model. Total cash paid to settle stock appreciation rights (at intrinsic value) for 2011 and 2009 was $0.6 million and $0.1 million, respectively. No cash was paid to settle stock appreciation rights during 2010.
We record a tax benefit and associated deferred tax asset for compensation expense recognized on non-qualified stock options and restricted stock for which we are allowed a tax deduction. For 2011, 2010 and 2009, respectively, we recorded a tax benefit of $2.4 million, $1.5 million and $1.1 million for these two types of compensation expense.
The windfall tax benefit is the tax benefit realized on the exercise of non-qualified stock options and disqualifying dispositions of stock acquired by exercise of incentive stock options and Employee Stock Purchase Plan stock purchases in excess of the deferred tax asset originally recorded. The total windfall tax benefit realized in 2011 and 2010 was $0.8 million and $0.3 million, respectively. In 2009 the Company recorded a windfall tax expense of $0.1 million.
As of December 31, 2011, future compensation costs related to non-vested stock options and restricted stock grants is $9.1 million. The Company anticipates that this cost will be recognized over a weighted-average period of 3.1 years.
The Kaman Corporation Employees Stock Purchase Plan ("ESPP") allows employees to purchase common stock of the Company, through payroll deductions, at 85% of the market value of shares at the time of purchase. The plan provides for the grant of rights to employees to purchase a maximum of 1,500,000 shares of common stock.
During 2011, 68,116 shares were issued to employees at prices ranging from $23.35 to $32.50. During 2010, 71,627 shares were issued to employees at prices ranging from $18.76 to $25.36. During 2009, 88,683 shares were issued to employees at prices ranging from $9.58 to $20.49. At December 31, 2011, there were 641,187 shares available for purchase under the plan.