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Share Based Compensation, 401(k) Plan and Deferred Compensation | 12 Months Ended
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Dec. 31, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
SHARE BASED COMPENSATION, 401(k) PLAN AND DEFERRED COMPENSATION | 14. SHARE BASED COMPENSATION, 401(k) PLAN AND DEFERRED COMPENSATION Stock Options At December 31, 2016, options exercisable for 2,377,778 common shares were outstanding under the Parent Company’s shareholder approved equity incentive plan (referred to as the “Equity Incentive Plan”). During the years ended December 31, 2016 and 2015, the Company did not recognize any compensation expense related to unvested options. For the year ended 2014, the Company recognized compensation expense related to unvested options that was nominal. During both the years ended December 31, 2016 and 2015, the Company did not capitalize any compensation expense related to stock options as part of the Company’s review of employee salaries eligible for capitalization. For the year ended December 31, 2014, the Company capitalized a nominal amount. Option activity as of December 31, 2016 and changes during the year-ended December 31, 2016 were as follows:
| Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term (in years) |  |  | Aggregate Intrinsic Value |
Outstanding at January 1, 2016 |  | 2,624,067 |  |  | $ | 15.47 |  |  |  | 3.12 |  |  |  |  |
Exercised |  | (111,209 | ) |  | $ | 11.56 |  |  |  |  |  |  | $ | 347,881 |
Forfeited/Expired |  | (135,080 | ) |  | $ | 20.61 |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2016 |  | 2,377,778 |  |  | $ | 15.36 |  |  | 2.15 |  |  | $ | 8,003,403 |
Vested/Exercisable at December 31, 2016 |  | 2,377,778 |  |  | $ | 15.36 |  |  | 2.15 |  |  | $ | 8,003,403 |
401(k) Plan The Company sponsors a 401(k) defined contribution plan for its employees. Each employee may contribute up to 100% of annual compensation, subject to specific limitations under the Internal Revenue Code. At its discretion, the Company can make matching contributions equal to a percentage of the employee’s elective contribution and profit sharing contributions. The Company funds its 401(k) contributions annually and plan participants must be employed as of December 31st in order to receive contributions, except for employees eligible for qualifying retirement, as defined under the Internal Revenue Code. Prior to 2016, employer contributions automatically vested in employer contributions. The Company contributions were $0.4 million in each of 2016, 2015 and 2014. Restricted Share Awards As of December 31, 2016, 488,604 restricted shares were outstanding under the Equity Incentive Plan and vest over three years from the initial grant dates. The remaining compensation expense to be recognized at December 31, 2016 was approximately $2.1 million, and is expected to be recognized over a weighted average remaining vesting period of 1.4 years. During 2016, the Company recognized compensation expense related to outstanding restricted shares of $2.6 million, of which $0.4 million was capitalized as part of the Company’s review of employee salaries eligible for capitalization. For the years ended December 31, 2015 and 2014, the Company recognized $2.4 million (of which $0.7 million was capitalized) and $2.7 million (of which $0.6 million was capitalized), respectively, of compensation expense included in general and administrative expense in the respective periods related to outstanding restricted shares. The following table summarizes the Company’s restricted share activity during the year-ended December 31, 2016:
| Shares |  |  | Weighted Average Grant Date Fair Value |  |  | Aggregate Intrinsic Value |
Non-vested at January 1, 2016 |  | 506,147 |  |  | $ | 14.50 |  |  | $ | 6,913,968 |
Granted |  | 227,845 |  |  |  | 12.92 |  |  |  | 2,937,771 |
Vested |  | (195,140 | ) |  |  | 13.50 |  |  |  | 2,813,799 |
Forfeited |  | (50,248 | ) |  |  | 15.03 |  |  |  |  |
Non-vested at December 31, 2016 |  | 488,604 |  |  | $ | 14.10 |  |  | $ | 8,066,852 |
On February 22, 2016, the Compensation Committee of the Parent Company’s Board of Trustees awarded to officers of the Company an aggregate 141,358 restricted common shares, which cliff vest on April 15, 2019. On March 8, 2016, the Compensation Committee awarded non-officer employees an aggregate 54,168 restricted common shares, which vest in three equal annual installments on April 15 of 2017, 2018 and 2019. In addition, on May 24, 2016, the Compensation Committee awarded 32,319 restricted shares which vest ratably over three years from the date of grant. Vesting of restricted common shares is subject to acceleration upon certain events, including if the recipient of the award were to die, become disabled or, in certain cases, retire in a qualifying retirement. Qualifying retirement generally means the recipient’s voluntary termination of employment after reaching at least age 57 and accumulating at least 15 years of service with the Company. In addition, in the case of the Company’s President and Chief Executive Officer, vesting would also accelerate if the Company were to terminate him without cause, or if he were to resign for good reason under his employment agreement. In addition, if the Company were to undergo a change of control, then unvested shares would also accelerate if, in connection with the change of control or within a specified period after the change of control, the holder’s employment were to terminate in a qualifying termination or resignation. In accordance with the accounting standard for share-based compensation, the Company amortizes share-based compensation costs through the qualifying retirement dates for those executives who meet the conditions for qualifying retirement during the scheduled vesting period and whose award agreements provide for vesting upon a qualifying retirement. Restricted Performance Share Units Plan The Compensation Committee of the Parent Company’s Board of Trustees has granted performance share-based awards (referred to as Restricted Performance Share Units, or RPSUs) to officers of the Parent Company. The RPSUs are settled in common shares, with the number of common shares issuable in settlement determined based on the Company’s total shareholder return over specified measurement periods compared to total shareholder returns of comparative groups over the measurement periods. The table below presents certain information as to unvested RPSU awards.
| RPSU Grant |
| 3/11/2014 |  |  | 3/12/2014 |  |  | 2/23/2015 |  |  | 2/22/2016 |  |  | Total |
(Amounts below in shares, unless otherwise noted) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Non-vested at January 1, 2016 |  | 123,155 |  |  |  | 61,720 |  |  |  | 179,392 |  |  |  | - |  |  |  | 364,267 |
Units Granted |  | - |  |  |  | - |  |  |  | - |  |  |  | 231,388 |  |  |  | 231,388 |
Units Cancelled |  | (30,724 | ) |  |  | - |  |  |  | (31,803 | ) |  |  | - |  |  |  | (62,527 | )
Non-vested at December 31, 2016 |  | 92,431 |  |  |  | 61,720 |  |  |  | 147,589 |  |  |  | 231,388 |  |  |  | 533,128 |
Measurement Period Commencement Date | 1/1/2014 |  |  | 1/1/2014 |  |  | 1/1/2015 |  |  | 1/1/2016 |  |  |  |  |
Measurement Period End Date | 12/31/2016 |  |  | 12/31/2016 |  |  | 12/31/2017 |  |  | 12/31/2018 |  |  |  |  |
Units Granted |  | 134,284 |  |  |  | 61,720 |  |  |  | 186,395 |  |  |  | 231,388 |  |  |  |  |
Fair Value of Units on Grant Date (in thousands) | $ | 2,624 |  |  | $ | 1,255 |  |  | $ | 3,933 |  |  | $ | 3,558 |  |  |  |  |
The Company values each RPSU on its grant date using a Monte Carlo simulation. The fair values of each award are being amortized over the three year cliff vesting period. The vesting of RPSUs is subject to acceleration upon a change in control or if the recipient of the award were to die, become disabled or retire in a qualifying retirement prior to the vesting date. In accordance with the accounting standard for share-based compensation, the Company amortizes stock-based compensation costs through the qualifying retirement date for those executives who meet the conditions for qualifying retirement during the schedule vesting period. For the year ended December 31, 2016, the Company recognized total compensation expense for the 2016, 2015 and 2014 RPSU awards of $2.8 million, of which $0.6 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the year ended December 31, 2015, the Company recognized total compensation expense for the 2015, 2014 and 2013 RPSU awards of $4.2 million, of which $1.2 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. For the year ended December 31, 2014, the Company recognized total compensation expense for the 2014, 2013 and 2012 RPSU awards of $3.2 million, of which $1.1 million was capitalized consistent with the Company’s policies for capitalizing eligible portions of employee compensation. The remaining compensation expense to be recognized at December 31, 2016 was approximately $1.5 million, and is expected to be recognized over a weighted average remaining vesting period of 1.2 years. The Company issued 156,415 common shares on February 1, 2016 in settlement of RPSUs that had been awarded on February 23, 2013 (with a three-year measurement period ended December 31, 2015). Holders of these RPSUs also received a cash dividend of $0.15 per share for these common shares on February 5, 2016. Employee Share Purchase Plan The Parent Company’s shareholders approved the 2007 Non-Qualified Employee Share Purchase Plan (the “ESPP”), which is intended to provide eligible employees with a convenient means to purchase common shares of the Parent Company through payroll deductions and voluntary cash purchases at an amount equal to 85% of the average closing price per share for a specified period. Under the plan document, the maximum participant contribution for the 2016 plan year is limited to the lesser of 20% of compensation or $50,000. The ESPP allows the Parent Company to make open market purchases, which reflects all purchases made under the plan to date. In addition, the number of shares separately reserved for issuance under the ESPP is 1.25 million. During the year ended December 31, 2016, employees made purchases under the ESPP of $0.4 million and the Company recognized $0.2 million of compensation expense related to the ESPP. During the years ended December 31, 2015 and 2014, employees made purchases under the ESPP of $0.5 million and $0.4 million, respectively, and the Company recognized $0.1 million of compensation expense related to the ESPP for both years. Compensation expense represents the 15% discount on the purchase price. The Board of Trustees of the Parent Company may terminate the ESPP at its sole discretion at any time. Deferred Compensation In January 2005, the Parent Company adopted a Deferred Compensation Plan (the “Plan”) that allows trustees and certain key employees to voluntarily defer compensation. Compensation expense is recorded for the deferred compensation and a related liability is recognized. Participants may elect designated benchmark investment options for the notional investment of their deferred compensation. The deferred compensation obligation is adjusted for deemed income or loss related to the investments selected. At the time the participants defer compensation, the Company records a liability, which is included in the Company’s consolidated balance sheet. The liability is adjusted for changes in the market value of the participant-selected investments at the end of each accounting period, and the impact of adjusting the liability is recorded as an increase or decrease to compensation cost. The Company has purchased mutual funds which can be utilized as a funding source for the Company’s obligations under the Plan. Participants in the Plan have no interest in any assets set aside by the Company to meet its obligations under the Plan. For each of the years ended December 31, 2016, December 31, 2015 and December 31, 2014, the Company recorded a nominal amount of deferred compensation costs, net of investments in the company-owned policies and mutual funds. Participants in the Plan may elect to have all or a portion of their deferred compensation invested in the Company’s common shares. The Company holds these shares in a rabbi trust, which is subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. The Plan does not permit diversification of a participant’s deferral allocated to the Company common shares and deferrals allocated to Company common shares can only be settled with a fixed number of shares. In accordance with the accounting standard for deferred compensation arrangements where amounts earned are held in a rabbi trust and invested, the deferred compensation obligation associated with the Company’s common shares is classified as a component of shareholder’s equity and the related shares are treated as shares to be issued and are included in total shares outstanding. At December 31, 2016 and 2015, 0.8 million and 0.7 million of such shares, respectively, were included in total shares outstanding. Subsequent changes in the fair value of the common shares are not reflected in operations or shareholders’ equity of the Company.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
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