XML 29 R14.htm IDEA: XBRL DOCUMENT
v3.6.0.2

Stock-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2016
Stock-Based Compensation |
Stock-Based Compensation | 8. Stock-Based Compensation Since the date of its effectiveness on May 5, 2016, the Company issues new grants of stock-based awards pursuant to the Dawson Geophysical Company 2016 Stock and Performance Incentive Plan (the “2016 Plan”). Upon its effectiveness, the 2016 Plan replaced: (i) the Amended and Restated Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Legacy Dawson Plan”), which originated from Legacy Dawson and (ii) the Amended and Restated 2006 Stock Awards Plan of Dawson Geophysical Company (formerly known as the TGC Industries, Inc. 2006 Stock Awards Plan) (the “Legacy TGC Plan”), which originated from Legacy TGC (the Legacy Dawson Plan and the Legacy TGC Plan are referred to collectively as, (the “Prior Plans”). The Company administered both of the Prior Plans as a result of the Merger, and per the 2016 Plan, no new grants of awards have been permitted under the Prior Plans after the effectiveness of the 2016 Plan. Further, the Legacy Dawson Plan and the Legacy TGC Plan expired pursuant to their terms on November 28, 2016 and March 29, 2016, respectively. Any outstanding awards previously granted under the Prior Plans continue to remain outstanding in accordance with their terms. The awards outstanding and available under the 2016 Plan and the awards outstanding under each of the Prior Plans and their associated accounting treatment are discussed below. In 2016, the Company adopted the 2016 Plan. The 2016 Plan, which provides for the issuance of up to 1,000,000 shares of authorized Company common stock. As of December 31, 2016, there were approximately 971,514 shares available for future issuance. The 2016 Plan provides for the issuance of stock-based compensation awards, including stock options, common stock, restricted stock, restricted stock units and other forms. Stock option grant prices awarded under the 2016 Plan may not be less than the fair market value of the common stock subject to such option on the grant date, and the term of stock options shall extend no more than ten years after the grant date. The 2016 Plan terminates May 5, 2026. In 2006, Legacy Dawson adopted the Legacy Dawson Plan, which was amended and restated in connection with the Merger. The Legacy Dawson Plan provided for the issuance of stock-based compensation awards, including stock options, common stock, restricted stock, restricted stock units and other forms. Stock option grant prices awarded under the Legacy Dawson Plan were required to be no less than the fair market value of the common stock subject to such option on the grant date, and the term of stock options was limited to no more than ten years after the grant date. The Legacy Dawson Plan terminated on November 28, 2016 and, upon the effectiveness of the 2016 Plan on May 5, 2016, no shares have been available under the Legacy Dawson Plan for future issuance. In 2006, the Company adopted the Legacy TGC Plan, which was amended and restated in connection with the Merger. The Legacy TGC Plan provided for the issuance of stock-based compensation awards, including stock options, common stock, and restricted stock. Stock option grant prices awarded under the Legacy TGC Plan were required to be no less than the fair market value of the common stock subject to such option on the grant date, and the term of stock options was limited to no more than ten years after the grant date. The Legacy TGC Plan terminated on March 29, 2016 and, since such time, has had no shares available for future issuance. Historically, the Company’s employees and officers that held unvested restricted stock were entitled to dividends when the Company paid dividends (“participating”). The Company’s employees and officers that hold unvested restricted stock awarded during 2016 are not entitled to dividends when the Company pays dividends (“non-participating”). Impact of Stock-Based Compensation: The following table summarizes stock-based compensation expense, which is included in operating or general and administrative expense, as appropriate, in the Consolidated Statements of Operations and Comprehensive Loss, for the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and year ended September 30, 2014:
|  | Year Ended December 31, |  | Three Months Ended December 31, |  | Year Ended September 30, |
|  | 2016 |  | 2015 |  | 2014 |  | 2014 |
Stock options |  | $ | 42,000 |  | $ | — |  | $ | — |  | $ | — |
Restricted stock awards |  |  | 347,000 |  |  | 363,000 |  |  | 213,000 |  |  | 821,000 |
Restricted stock unit awards |  |  | 73,000 |  |  | 526,000 |  |  | 74,000 |  |  | 233,000 |
Common stock awards |  |  | 417,000 |  |  | 267,000 |  |  | 165,000 |  |  | 171,000 |
Total compensation expense |  | $ | 879,000 |  | $ | 1,156,000 |  | $ | 452,000 |  | $ | 1,225,000 |
Stock Options: Legacy Dawson estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. Legacy TGC estimated the fair value of each stock option on the date of grant using the Binomial Lattice Model. Actual value realized with stock options, if any, is dependent on the future performance of the Company’s common stock and overall stock market conditions. A summary of the outstanding stock options as of December 31, 2016 as well as activity during the year then ended is presented below.
|  |  | Number of Stock Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Term in Years |
Balance as of December 31, 2015 (1) |  |  | 428,430 |  | $ | 13.01 |  |  |  |
Forfeited (1) |  |  | (22,519) |  | $ | 11.05 |  |  |  |
Expired (1) |  |  | (36,447) |  | $ | 17.34 |  |  |  |
Balance as of December 31, 2016 |  |  | 369,464 |  | $ | 12.70 |  |  | 2.09 |
Exercisable as of December 31, 2016 |  |  | 369,464 |  | $ | 12.70 |  |  | 2.09 |
| (1) |  | Balance of stock options and weighted average exercise price adjusted to reflect the Merger Exchange Ratio of 1.76.
Stock options issued under the Legacy TGC plan are a combination of incentive stock options and non-qualified stock options, and stock options issued under the Legacy Dawson plans are incentive stock options. For incentive stock options, no tax deduction is recorded when options are awarded. If an exercise and sale of vested options results in a disqualifying disposition, a tax deduction for the Company occurs. Outstanding options at December 31, 2016 expire during the period from August 2017 to July 2019. The intrinsic value of the outstanding options at December 31, 2016 was zero. There were no unrecognized compensation costs related to stock options as of December 31, 2016. There were no options granted or vested, and there were no excess tax benefits from disqualifying dispositions during the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014. No options were exercised during the years ended December 31, 2016 and 2015 or the three months ended December 31, 2014. The total intrinsic value of options exercised during the year ended September 30, 2014 was $13,000. No cash was received from option exercises during the years ended December 31, 2016 and 2015, or the three months ended December 31, 2014. Cash received from option exercises during the year ended September 30, 2014 was $32,000. Restricted Stock Awards: The Company granted 87,000 non-participating (as defined above) restricted stock awards during the year ended December 31, 2016 with a weighted average grant date fair value of $2.96. There were no restricted stock grants in the year ended December 31, 2015, the three months ended December 31, 2014 or the year ended September 30, 2014. The fair value of non-participating restricted stock awards equals the market price of the Company’s stock on the grant date and generally vest in three years or in annual increments over three years. A summary of the status of the Company’s nonvested non-participating restricted stock awards as of December 31, 2016 and activity during the year then ended is presented below.
|  |  | Number of Restricted Stock Awards |  |  | Weighted Average Grant Date Fair Value |
Nonvested as of December 31, 2015 |  |  | — |  | $ | — |
Grants |  |  | 87,000 |  | $ | 2.96 |
Nonvested as of December 31, 2016 |  |  | 87,000 |  | $ | 2.96 |
As of December 31, 2016, there were approximately $173,000 of unrecognized compensation costs related to nonvested non-participating restricted stock awards. These costs are expected to be recognized over a weighted average period of 2.12 years. Restricted Stock Unit Awards: The Company granted 196,400, 10,000, 94,898 and 38,555 restricted stock unit awards during the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014, respectively, with a weighted average grant date fair value of $2.96, $5.76, $6.79 and $18.02, respectively. The fair value of restricted stock unit awards equals the market price of the Company’s stock on the grant date and generally vest in one to three years or in annual increments over three years. A summary of the Company’s nonvested restricted stock unit awards as of December 31, 2016 and activity during the year then ended is presented below.
|  |  | Number of Restricted Stock Unit Awards |  |  | Weighted Average Grant Date Fair Value |
Nonvested as of December 31, 2015 (1) |  |  | 129,247 |  | $ | 8.85 |
Grants |  |  | 196,400 |  | $ | 2.96 |
Vested (1) |  |  | (20,221) |  | $ | 18.15 |
Forfeited (1) |  |  | (52,111) |  | $ | 5.45 |
Nonvested as of December 31, 2016 |  |  | 253,315 |  | $ | 4.24 |
| (1) |  | Balance of restricted stock unit awards and weighted average grant date fair value adjusted to reflect the Merger Exchange Ratio of 1.76.
As of December 31, 2016, there were approximately $514,000 of unrecognized compensation costs related to nonvested restricted stock unit awards. These costs are expected to be recognized over a weighted average period of 1.72 years. Common Stock Awards: The Company granted common stock awards with immediate vesting to outside directors and employees during the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014 as follows:
|  |  | Number of Common Stock Awards |  |  | Weighted Average Grant Date Fair Value |
Year Ended December 31, 2016 |  |  | 66,200 |  | $ | 6.31 |
Year Ended December 31, 2015 |  |  | 58,937 |  | $ | 4.53 |
Three Months Ended December 31, 2014 |  |  | 21,730 |  | $ | 7.59 |
Year Ended September 30, 2014 |  |  | 9,706 |  | $ | 17.61 |

X
- 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
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration