Stock-Based Compensation (Notes) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation |
Stock-Based Compensation
Stock Plan
Stock-based compensation awards were granted to employees under the Company's 2010 Long-Term Incentive Plan, as Amended and Restated as of May 10, 2016 (the Stock Plan). The Stock Plan was approved by the stockholders at the Annual Meeting of Stockholders on May 10, 2016. The Stock Plan authorizes the compensation committee or the board of directors to issue stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance-based awards, time-based awards, and other types of awards in cash or stock to key employees, consultants, and directors. The maximum number of shares that may be delivered pursuant to the awards granted under the Stock Plan is 16,800,000 shares of common stock. As of December 31, 2016 there were 5,151,073 shares remaining available under the Stock Plan.
Stock-Based Awards
Stock-based awards generally vest over three years. Stock-based compensation expense is recognized net of an estimated forfeiture rate, which is based on historical experience and adjusted, if necessary, in subsequent periods based on actual forfeitures. We recognize stock-based compensation expense in the same financial statement line item as cash compensation paid to the respective employees. Tax deduction benefits for awards in excess of recognized compensation costs are reported as a financing cash flow.
We currently issue three types of stock-based awards: restricted stock units (RSUs), performance-based phantom stock units and time-based phantom stock units:
Prior to 2015 we issued performance stock units (PSUs).
The following table presents RSUs granted, and RSUs and PSUs vested and forfeited during 2016 under the Stock Plan:
In 2016 we issued 3,289,569 units of RSUs and in 2015 and 2014 we issued 2,996,151 units, and 1,541,395 units, respectively, of RSUs and PSUs to selected key personnel. The per-share weighted-average grant-date fair value of units granted during 2016, 2015, and 2014 was $2.07, $3.08, and $6.66, respectively. Stock-based compensation expense is included in our consolidated statements of operations in “General and administration expenses.”
Total stock-based compensation expense recognized relating to RSUs and PSUs for the years ended December 31, 2016, 2015, and 2014 was $7.5 million, $8.4 million, and $9.3 million, respectively, all of which was related to nonvested RSUs and PSUs. The total fair value of the units vested during the years ended December 31, 2016, 2015, and 2014 was $10.0 million, $8.0 million, and $7.1 million, respectively. The fair value of RSUs and PSUs is determined based on the closing trading price of the Company’s stock on the grant date.
Nonvested RSUs and PSUs at December 31, 2016 totaled 5,333,522 and total unrecognized compensation cost related to unamortized RSUs and PSUs was $5.3 million as of December 31, 2016. The remaining unrecognized compensation cost related to non-vested RSUs and PSUs will be amortized over a weighted-average vesting period of approximately 21 months.
The following table presents time-based phantom stock units granted, vested, and forfeited during 2016 under the Stock Plan:
In 2016 we issued 1,188,854 units of time-based phantom stock units to selected key personnel. We did not issue any time-based phantom stock units in 2015 or 2014.
Compensation expense recognized related to time-based phantom stock units for the year ended December 31, 2016 was $1.4 million.
Performance-Based Awards
We currently issue two types of performance-based awards: Performance Cash Units (PCUs) and performance-based phantom stock units. In prior years, we issued PSUs and PCUs.
PCUs are performance-based awards that contain payout conditions which are based on our performance against our peers with regard to relative return on capital employed (ROCE) over a three-year performance period. Each PCU has a nominal value of $100.00. A maximum of 200 percent of the number of PCUs granted may be earned if performance at the maximum level is achieved. PCUs vest to the extent earned at the end of a three-year performance period and are settled in cash.
Performance-based phantom stock units are performance-based awards denominated in a number of shares which contain payout conditions based on our performance against our peers with regard to relative total shareholder return (TSR) over a three-year performance period. They represent a grant of hypothetical stock to the equivalent number of shares of common stock but, with the employee receiving cash upon vesting. We used a simulation-based option pricing approach to determine the fair value of these awards. A maximum of 250 percent of the number of performance-based phantom stock units granted may be earned if performance at the maximum level is achieved. Performance-based phantom stock units vest to the extent earned at the end of the three-year performance period and are settled in cash.
As noted above, in years prior to 2016, we also issued PSUs, performance-based awards that contain payout conditions which are based on our performance against our peers with regard to relative TSR over a three-year performance period. The effects of these conditions are reflected in the grant-date fair value of the award using a simulation-based option pricing approach for valuation. A maximum of 250 percent of the number of PSUs granted may be earned if performance at the maximum level is achieved. PSUs vest to the extent earned at the end of a three-year performance period and are settled in shares of our common stock.
We evaluate the terms of each award to determine if the award should be accounted for as equity or a liability under the stock compensation rules of U.S. GAAP. PCUs and performance-based phantom stock units are classified as liability awards and PSUs are classified as equity awards.
For performance-based awards with graded vesting conditions, we recognize compensation expense on a straight-line basis over the service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. For market-based awards that vest at the end of the service period, we recognize compensation expense on a straight-line basis through the end of the service period.
The following table presents PCUs granted, vested, and forfeited during 2016 under the Stock Plan:
In 2016, 2015, and 2014 we issued 17,091 units, 17,091 units, and 16,574 units, respectively, of PCUs to selected key personnel.
Compensation expense recognized related to PCUs for the years ended December 31, 2016, 2015, and 2014 was $2.3 million, $2.3 million, and $1.9 million, respectively.
The following table presents performance-based phantom stock units granted, vested, and forfeited during 2016 under the Stock Plan:
In 2016, 2015, and 2014 we issued 1,164,880 units, 541,127 units, and zero units, respectively, of performance-based phantom stock units to selected key personnel.
Compensation expense recognized related to performance-based phantom stock units for the year ended December 31, 2016, 2015, and 2014 was $1.3 million, $0.4 million, and $0, respectively.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||