Annual report pursuant to Section 13 and 15(d)

Stock-based Compensation

v3.3.1.900
Stock-based Compensation
12 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-based Compensation
Stock-based Compensation
Our Amended and Restated 1998 Stock Incentive Plan (“Stock Incentive Plan”) provided for awards which could be granted in the form of incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, and performance restricted stock. In August 2010, we discontinued issuance of new awards under the Stock Incentive Plan and concurrently adopted the 2010 Equity Incentive Plan ("Equity Incentive Plan"). The Equity Incentive Plan provides for awards which may be granted in the form of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares under substantially the same terms as the Stock Incentive Plan.
In January 2015, the Equity Incentive Plan was amended to prohibit the repricing of stock options and stock appreciation rights other than in connection with a change in the Company's corporate structure. In April 2015, the Equity Incentive Plan was amended to increase the value of the automatic annual award of restricted stock received by outside directors, adjust the vesting of such awards to occur ratably over a period of four calendar quarters, and modify the timing and pro ration of awards for independent directors initially elected or appointed on a date other than April 1st.
We also grant awards to our directors in accordance with the Board of Directors Policy (“Board Plan”). Prior to 2010, these awards were generally in the form of stock options. Beginning in 2010, the awards granted to our directors are generally in the form of restricted stock. The awards granted to directors generally vest immediately; however, should a director leave the board, we have the right to repurchase shares as if the awards vested on a pro rata basis.
In connection with our acquisition of Multifamily Technology Solutions, Inc. ("MTS"), on August 24, 2011, we assumed 349,693 non-qualified and incentive stock options granted from MTS’s 2005 Equity Incentive Plan (“MTS Plan”) for 96 employees. Assumed options were converted to equivalent stock-based awards of RealPage based on the ratio of our fair market value of stock to the fair market value of MTS’s stock on the acquisition date. The number of shares and ratio of exercise price to market price were equitably adjusted to preserve the intrinsic value of the awards as of immediately prior to the acquisition. The conversion was accounted for as a modification, which did not result in an incremental increase in the fair value of the assumed option awards. The majority of assumed options vest over a four-year period at a rate of 25% or 20% after one year and then monthly on a straight-line basis thereafter while others vest ratably over a four-year period. Options granted generally are exercisable up to ten years. No further options will be granted under the MTS Plan.
Our board of directors periodically approves increases to the number of shares of common stock reserved for issuance under the Equity Incentive Plan. At both December 31, 2015 and 2014, 25,634,259 shares of the Company's common stock were reserved for awards under the Equity Incentive Plan. The exercise of stock options and restricted stock units are fulfilled through the issuance of previously authorized but unissued common stock shares.
Total compensation expense related to our stock-based compensation plans was $38.1 million, $37.1 million, and $29.7 million, for the years ended December 31, 2015, 2014, and 2013, respectively. During the years ended December 31, 2015, 2014, and 2013 we recognized a tax benefit of $14.4 million, $14.0 million, and $11.2 million, respectively. Total unrecognized compensation expense related to our stock-based compensation plans was $45.6 million at December 31, 2015, and is expected to be recognized over a weighted average period of 1.7 years. Cash proceeds related to stock-based compensation transactions totaled $12.1 million, $9.9 million, and $10.6 million during the years ended December 31, 2015, 2014, and 2013, respectively.
Stock Option Awards
Stock options granted prior to February 2014 generally vest over a period of sixteen quarters, with 75% vesting ratably over fifteen quarters and the remaining 25% vesting in the sixteenth quarter. Beginning in February 2014, stock options granted generally vest ratably over a period of twelve quarters. Expense is recognized over the requisite service period in a manner that reflects the vesting of the related awards. Awards under the plan generally expire ten years from the date of the grant. All outstanding options were granted at exercise prices equal to or exceeding our estimate of the fair market value of our common stock at the date of grant.
The following table summarizes stock option transactions under our Stock Incentive Plan, Equity Incentive Plan, Board Plan, and MTS Plan:
 
 
Number of Shares
 
Range of
Exercise Prices
 
Weighted Average
Exercise Price
Balance, January 1, 2013
 
5,858,613

 
$
0.91

$
29.50

 
$
13.97

Granted
 
2,421,124

 
19.78

25.70

 
22.20

Exercised
 
(1,556,865
)
 
0.91

25.24

 
6.81

Forfeited/cancelled
 
(800,470
)
 
4.28

29.50

 
18.71

Expired
 
(7,600
)
 
24.03

24.64

 
24.35

Balance, December 31, 2013
 
5,914,802

 
0.91

29.50

 
18.56

Granted
 
1,934,031

 
15.19

21.54

 
17.68

Exercised
 
(907,765
)
 
0.91

21.60

 
10.92

Forfeited/cancelled
 
(1,336,894
)
 
4.28

29.50

 
20.93

Expired
 
(37,286
)
 
19.78

24.64

 
24.02

Balance, December 31, 2014
 
5,566,888

 
0.91

29.50

 
18.89

Granted
 
2,434,198

 
18.79

23.10

 
19.81

Exercised
 
(809,303
)
 
0.91

21.60

 
14.97

Forfeited/cancelled
 
(1,389,910
)
 
5.04

29.50

 
20.54

Balance, December 31, 2015
 
5,801,873

 
0.91

29.50

 
19.43


The below table provides information regarding outstanding stock options which were fully vested and expected to vest and exercisable options at December 31:
 
 
2015
 
2014
 
 
Options Fully Vested and Expected to Vest
 
Options Exercisable
 
Options Fully Vested and Expected to Vest
 
Options Exercisable
Number of options
 
5,795,711

 
2,843,655

 
5,545,427

 
2,455,134

Weighted-average remaining contractual term (in years)
 
7.5

 
6.4

 
7.7

 
6.6

Weighted-average exercise price
 
$
19.43

 
$
18.67

 
$
18.88

 
$
17.04

Aggregate intrinsic value, in thousands
 
$
21,080

 
$
13,316

 
$
22,012

 
$
14,704


The aggregate intrinsic value of options exercised during the years ended December 31, 2015, 2014, and 2013, was $5.0 million, $8.5 million, and $23.3 million, respectively.
The fair value of each stock option grant was estimated as of the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions and resulting weighted-average fair value per share:
 
2015
 
2014
 
2013
Risk-free interest rate
1.5%
 
1.3%
 
1.3%
Expected option life (in years)
4.6
 
4.4
 
6.0
Forfeiture rate
0.0%
 
0.0%
 
0.9%
Expected volatility
42.3%
 
42.8%
 
48.5%
Weighted-average grant date fair value
$7.42
 
$6.44
 
$10.37

Risk-free interest rate. This is the average U.S. Treasury rate (having a term that most closely approximates the expected life of the option) for the period in which the option was granted.
Expected option life. This is the period of time that the options granted are expected to remain outstanding. This estimate is primarily based on the historical experience of the plans.
Forfeiture rate. This is the projected annual rate at which we expect awards to be forfeited in the future.
Expected volatility. Volatility is a measure of the amount by which a financial variable, such as a share price, has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. We arrived at a volatility rate after considering our expected and historical volatility rates and the volatility rates of publicly traded peers.
Dividend yield. This metric indicates how much the Company is expected to pay out in dividends relative to its share price during a period. We utilized a dividend yield of zero in estimating the fair value of stock options awarded in 2015, 2014, and 2013 as we do not anticipate paying dividends in the foreseeable future.
Restricted Stock Awards
Restricted stock awards entitle the holder to receive shares of our common stock as the award vests. Grants of restricted stock are classified as time-based, market-based, or performance-based depending on the vesting criteria of the award.
Time-based restricted stock awards:
Time-based restricted stock awards granted prior to February 2014 generally vest ratably over sixteen quarters following the date of grant. Beginning in February 2014, time-based restricted stock awards granted generally vest over a period of twelve quarters following the grant date. The fair value of time-based restricted stock awards is based on the closing price of our common stock on the date of grant. Compensation expense for time-based restricted stock awards is recognized over the vesting period on a straight-line basis.
During the years ended December 31, 2015, 2014, and 2013, time-based restricted shares with an aggregate grant-date fair value of $21.5 million, $23.3 million, and $15.2 million vested, respectively.
A summary of time-based restricted stock award activity is presented in the table below.
 
 
Number of
Shares
 
Weighted
Average Grant-Date Fair Value
Non-vested shares at January 1, 2013
 
1,360,947

 
$
21.58

Granted
 
1,747,501

 
22.09

Vested
 
(712,434
)
 
21.30

Forfeited/cancelled
 
(305,211
)
 
21.58

Non-vested shares at December 31, 2013
 
2,090,803

 
22.10

Granted
 
1,238,226

 
17.69

Vested
 
(1,101,143
)
 
21.18

Forfeited/cancelled
 
(603,367
)
 
20.36

Non-vested shares at December 31, 2014
 
1,624,519

 
20.01

Granted
 
913,077

 
19.84

Vested
 
(1,077,102
)
 
19.78

Forfeited/cancelled
 
(391,788
)
 
18.65

Non-vested shares at December 31, 2015
 
1,068,706

 
20.05


Market-based restricted stock awards:
Market-based restricted stock awards become eligible for vesting upon on the achievement of specific market-based conditions based on the per share price of the Company's common stock. The shares vest quarterly, generally over a period of one year, following the date they became eligible for vesting.
A summary of market-based restricted stock award activity is presented in the table below.
 
 
Number of
Shares
 
Weighted
Average Grant-Date Fair Value
Balance at January 1, 2014
 

 
$

Granted
 
520,000

 
11.26

Vested
 

 

Forfeited/cancelled
 

 

Balance at December 31, 2014
 
520,000

 
11.26

Granted
 
691,165

 
11.59

Vested
 

 

Forfeited/cancelled
 
(196,070
)
 
9.39

Balance at December 31, 2015
 
1,015,095

 
11.85


We estimate the fair value of market-based restricted stock awards using a discrete model to analyze the fair value of the subject shares. The discrete model utilizes multiple stock price-paths, through the use of Monte Carlo simulation, which are then analyzed to determine the fair value of the subject shares. The weighted average of assumptions used to value awards granted during 2015 and 2014 were as follows:
 
 
2015
 
2014
Risk-free interest rate
 
1.1%
 
1.1%
Expected volatility
 
38.7%
 
43.6%

Risk-free interest rate. We estimated the risk-free rate from the three year U.S. Treasury strip note yield curve as of the valuation date.
Expected volatility. We estimated the volatility rate based on consideration of our expected and historical volatility rates and the rates of our publicly traded peers.
Expense related to the market-based restricted stock awards is recognized over the requisite service period using the graded-vesting attribution method. The requisite service period is a measure of the expected time to achieve the specified market condition plus the time-based vesting period. The expected time to achieve the market condition is estimated utilizing a Monte Carlo simulation, considering only those stock price-paths in which the market condition was achieved. The estimated requisite service period for market-based restricted stock shares issued in 2015 ranged from five to eleven quarters. Market-based restricted stock awards granted in 2014 had requisite service periods ranging between eight and ten quarters.
Performance-based restricted stock awards:
The Company has also granted performance-based restricted stock awards. These awards become eligible to vest if specified performance targets are achieved prior to the performance deadline. Subsequent to achievement of the performance target the awards vest quarterly over the one year service period. The performance-based restricted stock awards are forfeited if the performance targets are not achieved prior to the performance deadline. Compensation expense for performance-based restricted stock awards is recognized on a straight-line basis over the requisite service period, which includes both the performance period and the subsequent time-based vesting period. Expense is only recognized if it is determined that achievement of the performance condition is probable. The fair value of performance-based restricted stock awards is based on the closing price of our common stock on the date of grant.
A summary of performance-based restricted stock award activity is presented in the table below:
 
 
Number of
Shares
 
Weighted
Average Grant-Date Fair Value
Non-vested shares at January 1, 2013
 
275,257

 
$
22.46

Granted
 
100,000

 
21.60

Vested
 
(31,902
)
 
17.99

Forfeited/cancelled
 
(273,355
)
 
23.40

Non-vested shares at December 31, 2013
 
70,000

 
18.10

Granted
 

 

Vested
 

 

Forfeited/cancelled
 
(70,000
)
 
18.10

Non-vested shares at December 31, 2014
 

 

Granted
 
20,000

 
18.79

Vested
 

 

Forfeited/cancelled
 

 

Non-vested shares at December 31, 2015
 
20,000

 
18.79