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Stock-Based Compensation
12 Months Ended
Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

13. Stock-Based Compensation

The Company maintains two equity compensation plans under which stock-based compensation has been granted, the 2006 Stock Option Plan (the “2006 Plan”) and the 2007 Long-Term Incentive Plan (Amended and Restated as of May 1, 2014) (the “LTIP”). Upon the adoption of the LTIP, awards were no longer granted under the 2006 Plan. The LTIP was approved by our stockholders and provides for grants of (a) incentive stock options qualified as such under U.S. federal income tax laws, (b) stock options that do not qualify as incentive stock options, (c) stock appreciation rights, (d) restricted stock awards, (e) performance awards, (f) phantom stock, (g) stock bonuses, (h) dividend equivalents, or (i) any combination of such awards. The LTIP permits the granting of up to 4,000,000 shares to directors, officers and other employees of the Company. Grants of awards to employees are approved by the Compensation Committee of the Board of Directors and grants to independent members of the Board of Directors are approved by the Board of Directors. All awards are made with an exercise price or base price, as the case may be, that is not less than the full fair market value per share on the date of grant. No stock option or stock appreciation right may be exercised more than 10 years from the date of grant.
Shares issued as a result of stock option exercises or stock grants may be made available from authorized unissued shares of common stock or treasury stock.

Stock Options

The Company has not awarded any stock options since 2013. Stock options granted to employees or directors vested ratably over a three- or four-year vesting period and were granted with an exercise price equal to the market price of the Company’s stock on the date of grant. The Company used the Black-Scholes-Merton option-pricing model to estimate the fair value of options as of the date of grant. All stock options were fully expensed as of December 31, 2016.
Following is a summary of stock option activity for the three-year period ending December 31, 2016:
 
 
Options
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual Term
 
Aggregate
Intrinsic
Value
(in thousands)
Outstanding at January 1, 2014
 
 
1,147,320
 
 
$
13.21
 
 
 
  
 
 
 
  
 
Exercised
 
 
(134,273
 
$
7.93
 
 
 
  
 
 
 
  
 
Forfeited
 
 
(2,838
 
$
22.66
 
 
 
  
 
 
 
  
 
Expired
 
 
(1,428
 
$
24.26
 
 
 
 
 
 
 
Outstanding at December 31, 2014
 
 
1,008,781
 
 
$
13.87
 
 
 
4.2 years
 
 
$
13,652
 
Exercised
 
 
(267,440
 
$
7.19
 
 
 
  
 
 
 
  
 
Forfeited
 
 
(1,290
 
$
23.14
 
 
 
  
 
 
 
  
 
Expired
 
 
(9,446
 
$
5.92
 
 
 
 
 
 
 
Outstanding at December 31, 2015
 
 
730,605
 
 
$
16.40
 
 
 
3.6 years
 
 
$
3,722
 
Exercised
 
 
(443,283
 
$
14.03
 
 
 
  
 
 
 
  
 
Forfeited
 
 
(933
 
$
24.68
 
 
 
  
 
 
 
  
 
Expired
 
 
(40,672
 
$
21.40
 
 
 
 
 
 
 
Outstanding and Exercisable at December 31, 2016
 
 
245,717
 
 
$
19.82
 
 
 
4.4 years
 
 
$
4,396
 
Other data relating to option activity for the years ended December 31 are as follows:
 
(dollars in thousands)
 
2016
 
2015
 
2014
Intrinsic value of options exercised
 
$
7,832
 
 
$
5,857
 
 
$
2,383
 
Fair value of options vested
 
 
372
 
 
 
948
 
 
 
1,187
 
The following table summarizes information with respect to stock options outstanding and exercisable under the Company’s plans at December 31, 2016:
 
 
Options Outstanding and Exercisable
Exercise Price
 
Number Of
Options
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term
$7.98 – $13.00
 
 
44,212
 
 
$
12.72
 
 
 
1.0 years
 
$13.01 – $20.00
 
 
88,638
 
 
$
17.41
 
 
 
4.8 years
 
$20.01 – $24.68
 
 
112,867
 
 
$
24.48
 
 
 
5.4 years
 
  
 
 
245,717
 
 
$
19.82
 
 
 
4.4 years
 

Restricted Stock

Restricted stock awards granted to non-employee directors and eligible employees in 2016 vest ratably, on an annual basis, over three years. The grant date fair value of the restricted stock was equal to the closing market price of the Company’s common stock on the date of grant. During the restriction period, the restricted stockholders are entitled to the same rights as a common stockholder with respect to the shares, including the right to vote and receive dividends Any dividends on restricted stock will be deferred and paid only when the stock vests and will be forfeited if the stock does not vest. Restricted stock awards are also subject to certain claw-back provisions, as defined in the grant agreements.
Following is a summary of restricted stock activity for the three-year period ending December 31, 2016:
 
 
 
Shares
 
Per Share
Weighted-
Average
Grant Date
Fair Value
Outstanding unvested at January 1, 2014
 
 
211,716
 
 
$
21.33
 
Granted
 
 
82,351
 
 
$
24.46
 
Vested
 
 
(64,657
 
$
20.85
 
Forfeited
 
 
(9,073
 
$
21.34
 
Outstanding unvested at December 31, 2014
 
 
220,337
 
 
$
22.64
 
Granted
 
 
83,236
 
 
$
29.21
 
Vested
 
 
(102,297
 
$
22.42
 
Forfeited
 
 
(3,131
 
$
24.10
 
Outstanding unvested at December 31, 2015
 
 
198,145
 
 
$
24.48
 
Granted
 
 
106,968
 
 
$
24.63
 
Vested
 
 
(87,033
 
$
25.11
 
Forfeited
 
 
(3,144
 
$
26.09
 
Outstanding unvested at December 31, 2016
 
 
214,936
 
 
$
25.21
 

Phantom Stock Units

Phantom stock unit awards granted to Canadian non-employee directors vest ratably, on an annual basis, over three years and are settled in stock. The phantom stock unit agreements contain tandem dividend provisions which allow grantees to accrue and receive dividends, if any are declared and paid, upon vesting. The grant date fair value of the phantom stock units was equal to the closing market price of the Company’s common stock on the date of grant.
Following is a summary of phantom stock activity for the two-year period ending December 31, 2016:
 
 
 
Shares
 
Per Share
Weighted-
Average
Grant Date
Fair Value
Outstanding unvested at January 1, 2015
 
 
 
 
$
0.00
 
Granted
 
 
3,804
 
 
$
29.57
 
Outstanding unvested at December 31, 2015
 
 
3,804
 
 
$
29.57
 
Granted
 
 
5,944
 
 
$
25.23
 
Vested
 
 
(1,268
 
$
29.57
 
Outstanding unvested at December 31, 2016
 
 
8,480
 
 
$
26.53
 

Performance Awards

The Company has granted performance awards under which shares of the Company’s common stock may be earned based on the Company’s performance compared to certain metrics. The number of shares actually earned under a performance award may vary from zero to 200% of the target shares awarded, based upon the Company’s performance compared to the metrics. The metrics used are determined at grant by the Compensation Committee of the Board of Directors and may be either based on internal measures such as the Company’s financial performance compared to target or on a market-based metric such as the Company’s stock performance compared to a peer group. Performance awards cliff vest upon attainment of the stated performance targets and minimum service requirements and are paid in common shares of the Company’s stock.
The Company recognizes stock-based compensation expense related to market-based performance awards based on the grant date fair value, which is computed using a Monte Carlo simulation, net of forfeitures. The fair value is expensed over the service period, which is approximately 2.8 years. The Company recognizes stock-based compensation expense related to internal measure-based performance awards based on the grant date fair value, which was the closing price of the Company’s stock on the date of grant. The fair value is expensed over the service period of approximately 2.8 years, and the Company adjusts the stock-based compensation expense related to internal metric-based performance awards according to its determination of the potential achievement of the performance target at each reporting date, net of estimated forfeitures.
Following is a summary of performance share award activity for the three-year period ending December 31, 2016:
 
 
Shares
 
Per Share
Weighted-
Average
Grant Date
Fair Value
Outstanding at January 1, 2014
 
 
87,194
 
 
$
21.29
 
Granted at target
 
 
85,078
 
 
$
27.69
 
Earned for performance above target
 
 
25,292
 
 
$
17.48
 
Vested
 
 
(65,237
 
$
17.48
 
Forfeited
 
 
(5,524
 
$
24.84
 
Outstanding at December 31, 2014
 
 
126,803
 
 
$
26.63
 
Granted at target
 
 
69,978
 
 
$
38.70
 
Forfeited for performance below target
 
 
(3,810
 
$
24.68
 
Vested
 
 
(40,474
 
$
24.68
 
Forfeited
 
 
(8,889
 
$
30.87
 
Outstanding at December 31, 2015
 
 
143,608
 
 
$
32.68
 
Granted at target
 
 
79,661
 
 
$
28.25
 
Earned for performance above target
 
 
20,650
 
 
$
31.01
 
Vested
 
 
(98,270
 
$
27.74
 
Forfeited
 
 
(1,626
 
$
32.96
 
Outstanding at December 31, 2016
 
 
144,023
 
 
$
32.92
 

Stock-based Compensation Expense

The Company recognized stock-based compensation expense of approximately $4.7 million, $4.8 million and $4.7 million for the years ended December 31, 2016, 2015 and 2014, respectively, in selling, general and administrative expenses. As of December 31, 2016, there was approximately $5.2 million of total unrecognized stock-based compensation expense related to awards granted under the LTIP, net of estimated forfeitures. This included $2.9 million of unrecognized compensation cost related to unvested restricted stock expected to be recognized over a remaining weighted average vesting period of approximately 1.5 years and $2.3 million of unrecognized compensation cost related to unvested performance awards, expected to be recognized over a remaining weighted average vesting period of approximately 1.6 years. Compensation cost related to unvested phantom stock has been fully expensed and has a remaining weighted average vesting period of approximately 2.1 years. Award agreements for restricted stock and phantom stock granted to non-employee directors after 2013 contained provisions which call for the vesting of all shares awarded upon change in control or resignation from the board for any reason except breach of fiduciary duty. As a result of these provisions, the fair value of restricted and phantom stock granted to the non-employee directors after 2013 was expensed on the date of the grant.