Annual report pursuant to Section 13 and 15(d)

Share-Based and Cash-Based Incentive Compensation

v2.4.0.8
Share-Based and Cash-Based Incentive Compensation
12 Months Ended
Dec. 31, 2013
Share-Based and Cash-Based Incentive Compensation

11. Share-Based and Cash-Based Incentive Compensation

As allowed by the Plan, in 2013, 2012 and 2011, the Company granted RSUs to certain of its employees. In 2013, 2012 and 2011, restricted stock was granted to the Company’s non-employee directors under the Directors Compensation Plan. In addition to share-based compensation, the Company granted cash-based incentive awards to substantially all eligible employees in 2013, 2012 and 2011.

On May 7, 2013, after receiving shareholder approval, 4,000,000 shares of common stock were added to the amount available for issuance under the Plan. As of December 31, 2013, there were 5,078,983 shares of common stock available for issuance in satisfaction of awards under the Plan and 519,379 shares of common stock available for issuance in satisfaction of awards under the Directors Compensation Plan. The shares available for both plans are reduced when restricted stock is granted. RSUs reduce the shares available in the Plan only when RSUs are settled in shares of common stock. Although the Company has the option to settle RSUs in stock or cash at vesting, only common stock has been used to settle vested RSUs to date.

Restricted Stock

Under the Company’s share-based payment plans, restricted shares were issued in 2013, 2012 and 2011 and were primarily issued to the Company’s non-employee directors. As of December 31, 2013, all of the unvested restricted shares outstanding were held by non-employee directors. Restricted shares are subject to forfeiture until vested and cannot be sold, transferred or otherwise disposed of during the restriction period. The holders of restricted shares generally have the same rights as a shareholder of the Company with respect to such shares, including the right to vote and receive dividends or other distributions paid with respect to the shares.

A summary of activity related to restricted stock is as follows:

 

 

  

2013

 

  

2012

 

  

2011

 

 

  

Restricted
Shares

 

 

Weighted
Average
Grant Date
Price
Per Share

 

  

Restricted
Shares

 

 

Weighted
Average
Grant Date
Price
Per Share

 

  

Restricted
Shares

 

 

Weighted
Average
Grant Date
Price
Per Share

 

Nonvested, beginning of period

  

 

43,687

  

 

$

18.69

  

  

 

51,870

  

 

$

15.81

  

  

 

470,392

  

 

$

7.42

  

Granted

  

 

27,450

  

 

 

12.75

  

  

 

21,954

  

 

 

19.13

  

  

 

20,433

  

 

 

25.45

  

Vested

  

 

(27,297

 

 

17.09

  

  

 

(27,475

 

 

13.59

  

  

 

(404,422

 

 

7.31

  

Forfeited

  

 

  

 

 

  

  

 

(2,662

 

 

18.78

  

  

 

(34,533

 

 

6.83

  

Nonvested, end of period

  

 

43,840

  

 

$

15.96

  

  

 

43,687

  

 

18.69

  

  

 

51,870

  

 

15.81

  

Subject to the satisfaction of service conditions, the restricted shares outstanding as of December 31, 2013 are expected to vest as follows:

 

 

  

Shares

 

2014

  

 

19,445

  

2015

  

 

15,245

  

2016

  

 

9,150

  

Total

  

 

43,840

  

Restricted stock fair value at grant date and vested date: The grant date fair value of restricted stock granted during 2013, 2012 and 2011 was $0.3 million, $0.4 million and $0.5 million, respectively, based on the Company’s closing price on the date of grant. The fair value of the restricted stock that vested during 2013, 2012 and 2011 was $0.4 million, $0.5 million and $7.9 million, respectively, based on the Company’s closing price on the date of vesting.

Restricted Stock Units

During 2013, 2012 and 2011, the Company granted RSUs to certain employees, with nearly all grants being contingent upon meeting specified performance requirements. The grants are subject to adjustments at the end of the applicable performance period using a predefined scale based on the Company achieving certain predetermined performance criteria. Vesting occurs upon completion of the specified vesting period applicable to each grant. Subsequent to the determination of the performance achievement and prior to vesting, the RSUs earn dividend equivalents at the same rate as dividends paid on our common stock. RSUs are subject to forfeiture until vested and cannot be sold, transferred or disposed of during the restricted period. See Note 10 for additional information concerning RSUs.

The fair value of the RSUs granted in 2013 was determined separately for each component. For the components related to the company-specific performance measures (Adjusted EBITDA and Adjusted EBITDA Margin), the fair value was determined using the Company’s closing price on the grant date. The components related to Adjusted EBITDA and Adjusted EBITDA Margin comprised 40% and 30%, respectively, of the amount granted. For the component related to TSR ranking, the fair value was determined using a Monte Carlo simulation probabilistic model. The component related to TSR ranking totaled 30% of the amount granted, with 10% for each of the three-year performance periods. The inputs used in the model for the Company and the peer companies were: average closing stock prices during January 2013; risk-free interest rates using the LIBOR ranging from 0.27% to 0.91% over the service period; expected volatilities ranging from 30% to 63%; expected dividend yields ranging from 0.0% to 3.1%; and correlation factors ranging from a negative 84% to a positive 95%. The expected volatilities, expected dividends and correlation factors were developed using historical data. For the RSUs granted in 2013 that were not subject to performance measures, the fair value was determined using the closing price on the date of grant.

The fair value of the RSUs granted in 2012 was determined separately for the two components. For the component related to the company-specific performance measure (EPS), the fair value was determined using the Company’s closing price on the grant date. The component related to EPS comprised 70% of the amount granted. For the component related to TSR ranking, the fair value was determined by using a Monte Carlo simulation probabilistic model. The component related to TSR ranking totaled 30% of the amount granted, with 10% for each of the three-year performance periods. The inputs used in the model for the Company and the peer companies were: average closing stock prices during January 2012; risk-free interest rates using the LIBOR ranging from 0.15% to 0.72% over the service period; expected volatilities ranging from 33% to 74%; expected dividend yields ranging from 0.0% to 2.5%; and correlation factors ranging from a negative 67% to a positive 94%. The expected volatilities, expected dividends and correlation factors were developed using historical data.

The fair value of the RSUs granted in 2011 was determined using the Company’s closing price on the grant date.

A summary of activity related to RSUs is as follows:

 

 

  

2013

 

  

2012

 

  

2011

 

 

  

RSUs

 

 

Weighted
Average
Fair Value
Price
Per RSU

 

  

RSUs

 

 

Weighted
Average
Fair Value
Price
Per RSU

 

  


RSUs

 

 

Weighted
Average
Fair Value
Price
Per RSU

 

Nonvested, beginning of period

  

 

969,820

  

 

$

22.70

  

  

 

1,732,703

  

 

$

14.67

  

  

 

1,266,617

  

 

$

9.36

  

Granted

  

 

969,919

  

 

 

13.23

  

  

 

764,654

  

 

 

18.64

  

  

 

534,375

  

 

 

26.93

  

Vested

  

 

(468,925

 

 

26.93

  

  

 

(1,198,208

 

 

9.36

  

  

 

  

 

 

  

Forfeited

  

 

(139,061

 

 

16.50

  

  

 

(329,329

 

 

19.56

  

  

 

(68,289

 

 

12.03

  

Nonvested, end of period

  

 

1,331,753

  

 

14.96

  

  

 

969,820

  

 

22.70

  

  

 

1,732,703

  

 

14.67

  

Subject to the satisfaction of service conditions, the RSUs outstanding as of December 31, 2013 are eligible to vest in the year indicated in the table below:

 

 

  

RSUs

 

2014 – subject to service requirements

  

 

359,785

  

2014 – subject to service and other requirements (1)

  

 

67,877

  

2015 – subject to service requirements

  

 

719,971

  

2015 – subject to service and other requirements (1)

  

 

184,120

  

Total

  

 

1,331,753

  

(1)

In addition to service requirements, these RSUs are also subject to TSR performance requirements not yet measureable, with awards ranging from 0% to 200% of amounts granted.

RSUs fair value at grant date: During 2013, 2012 and 2011, the grant date fair value of RSUs granted was $12.8 million, $14.3 million and $14.4 million, respectively.

RSUs fair value at vested date: The fair value of the RSUs that vested during 2013 and 2012 was $7.2 million and $20.0 million, respectively, based on the Company’s closing price on the vesting date.

Share-Based Compensation

A summary of compensation expense under share-based payment arrangements and the related tax benefit is as follows (in thousands):

 

 

  

Year Ended December 31,

 

 

  

2013

 

  

2012

 

  

2011

 

Share-based compensation expense from:

  

 

 

 

  

 

 

 

  

 

 

 

Restricted stock

  

$

397

  

  

$

399

  

  

$

2,377

  

Restricted stock units

  

 

11,128

  

  

 

11,999

  

  

 

7,333

  

Total

  

$

11,525

  

  

$

12,398

  

  

$

9,710

  

Share-based compensation tax benefit:

  

 

 

 

  

 

 

 

  

 

 

 

Tax benefit computed at the statutory rate

  

$

4,034

  

  

$

4,339

  

  

$

3,399

  

As of December 31, 2013, unrecognized share-based compensation expense related to our issued restricted shares and RSUs was $0.5 million and $12.1 million, respectively. Unrecognized compensation expense will be recognized through April 2016 for restricted shares and November 2015 for RSUs.

Cash-based Incentive Compensation

As defined by the Plan, annual incentive awards payable in cash may be granted to eligible employees. These awards are performance-based awards consisting of one or more business criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria. Generally, the performance period is the calendar year and determination and payment is made in cash in the first quarter of the following year.

Share-Based Compensation and Cash-Based Incentive Compensation Expense

A summary of incentive compensation expense is as follows (in thousands):

 

 

  

Year Ended December 31,

 

 

  

2013

 

  

2012

 

  

2011

 

Share-based compensation expense included in:

  

 

 

 

  

 

 

 

  

 

 

 

Lease operating expense

  

$

 

  

$

 

  

$

466

  

General and administrative

  

 

11,525

  

  

 

12,398

  

  

 

9,244

  

Total charged to operating income

  

 

11,525

  

  

 

12,398

  

  

 

9,710

  

Cash-based incentive compensation included in:

  

 

 

 

  

 

 

 

  

 

 

 

Lease operating expense

  

 

3,482

  

  

 

3,787

  

  

 

3,700

  

General and administrative

  

 

8,817

  

  

 

6,558

  

  

 

12,213

  

Total charged to operating income

  

 

12,299

  

  

 

10,345

  

  

 

15,913

  

Total incentive compensation charged to operating income

  

$

23,824

  

  

$

22,743

  

  

$

25,623