Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation

v3.7.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation
STOCK-BASED COMPENSATION
On October 26, 2011, the stockholders approved the 2009 Stock Incentive Plan (the 2009 Plan) which authorizes up to 4,160,000 shares of Company Common Stock to be issued for the award of restricted stock, restricted stock units (RSUs), performance restricted stock units (PRSUs) and stock appreciation rights (SARs) at the discretion of the Company Board as compensation to employees, consultants of the Company and to non-employee directors. Under the 2009 Plan, an additional 1,800,000 shares, or 5,960,000 shares in total, are reserved for issuance as approved by shareholders on May 15, 2014. The expense is measured at the grant-date fair value of the award and recognized as compensation expense on a straight-line basis over the service period, which is the vesting period. There was no cash flow impact resulting from the grants of these awards. The 2009 Plan is generally protected from anti-dilution via adjustments for any stock dividends, stock split, combination or other recapitalization.
The Company recorded stock-based compensation expense of $5,896, $5,161 and $5,883 for the years ended December 31, 2016, 2015 and 2014, respectively. The stock-based compensation costs were included as a component of selling, general and administrative expenses. At December 31, 2016, there was $8,103 of unrecognized compensation expense related to unvested awards, which is expected to be recognized over a period of approximately 2.9 years.
Restricted Stock Units
The following table summarizes information about the Company’s Common Stock RSU’s granted, vested, exercised and forfeited:
 
Number of
Awards
 
Weighted
Average Issue
Price
Awards outstanding - January 1, 2014
500,928

 

$15.81

Issued
257,030

 

$10.97

Vested and restriction lapsed
(124,906
)
 

$10.42

Forfeited
(16,658
)
 

$10.95

Awards outstanding - December 31, 2014
616,394

 

$15.00

Issued
339,280

 

$9.34

Vested and restriction lapsed
(295,089
)
 

$9.36

Forfeited
(22,687
)
 

$10.56

Awards outstanding - December 31, 2015
637,898

 

$12.87

Issued
504,647

 

$9.07

Vested and restriction lapsed
(249,356
)
 

$9.77

Forfeited
(33,938
)
 

$8.15

Awards outstanding - December 31, 2016
859,251

 

$11.73


The RSUs convert into one share of common stock upon vesting. RSU’s cliff vest at the earlier of expressly provided service or performance conditions. The service period for these RSU awards, excluding those issued to the Company’s Board of Directors (one year) and certain executive management (four year), is a three year period from the grant date. The performance conditions provide for accelerated vesting upon various conditions including a change in control or other common stock liquidity events.
Performance Restricted Stock Units
The following table summarizes information about the Company’s Common Stock RSU’s granted, vested, exercised and forfeited:
 
Number of Awards
 
Weighted Average Issue Price
Awards outstanding -January 1, 2015

 
$

Issued
59,623

 
$
9.40

Vested and restriction lapsed

 
$

Forfeited

 
$

Awards outstanding - December 31, 2015
59,623

 
$
9.40

Issued
175,217

 
$
9.06

Vested and restriction lapsed

 
$

Forfeited

 
$

Awards outstanding - December 31, 2016
234,840

 
$
9.15


The PRSUs convert into one share of common stock upon vesting. PRSUs vest in different tranches upon meeting certain performance conditions, which are generally based on the Company's stock price performance and expressly provided service. These PRSUs are fair valued at grant date based on Monte Carlo simulations. The derived service period for these PRSU awards as a result of the Monte Carlo simulation, is a approximately two year period from the grant date. The performance conditions provide for accelerated vesting upon various conditions including a change in control or other common stock liquidity events.
Stock Appreciation Rights
The following table summarizes information about SARs granted, forfeited, vested and exercisable:
 
Number of
SAR’s
 
Weighted  Average
Exercise
Price
 
Weighted
Average
Contractual
Term
SAR's outstanding - January 1, 2014
1,373,069

 

$10.28

 
 
Granted
449,225

 

$11.73

 
 
Exercised
(435
)
 

$7.37

 
 
Forfeited
(12,557
)
 

$11.57

 
 
SAR's outstanding - December 31, 2014
1,809,302

 

$10.63

 
8.1 years
Granted
655,855

 

$9.47

 
 
Exercised
(14,470
)
 

$9.21

 

Forfeited
(54,561
)
 

$10.30

 
 
SAR's outstanding - December 31, 2015
2,396,126

 

$10.33

 
7.6 years
Granted
176,824

 

$8.80

 
 
Exercised
(8,003
)
 

$8.57

 
 
Forfeited
(56,932
)
 

$10.75

 
 
SAR's outstanding - December 31, 2016
2,508,015

 

$10.22

 
6.7 years
SAR's exercisable - December 31, 2016
1,015,440

 

$15.92

 
6.7 years
SAR's expected to vest - December 31, 2016
1,096,639

 

$10.19

 
6.7 years

The SARs vest 25% annually on each of the four anniversary dates following the grant date and expire after ten years. The fair value of each SAR grant is estimated using the Black-Scholes option-pricing model as set forth in the table below:
 
2016
 
2015
 
2014
The weighted average fair value of stock appreciation rights issued (per unit)
$2.79 - $3.74
 
$3.33 - $3.90
 
$4.18 - $4.93
Dividend yield
—%
 
—%
 
—%
Weighted average risk-free interest rate
1.1% - 1.4%
 
1.4% - 1.6%
 
1.5% - 1.8%
Weighted average expected volatility
40%
 
40%
 
40%
Expected life in years
6.25
 
6.25
 
6.25
Stock Options
The following table summarizes information about Common Stock options granted, exercised, forfeited, vested and exercisable:
 
Number
of Options
 
Weighted  Average
Exercise
Price
 
Weighted
Average
Contractual
Term
Options outstanding - January 1, 2014
87,026

 

$23.75

 
2.6 years
Granted

 

$—

 
 
Exercised

 

$—

 
 
Forfeited

 

$—

 
 
Options outstanding - December 31, 2014
87,026

 

$23.75

 
1.6 years
Granted

 

$—

 
 
Exercised

 

$—

 
 
Forfeited

 

$—

 
 
Options outstanding - December 31, 2015
87,026

 

$23.75

 
0.6 years
Granted

 

$—

 
 
Exercised

 

$—

 
 
Forfeited/Expired
(87,026
)
 

$—

 
 
Options outstanding - December 31, 2016

 

$—

 
0.0 years
Options exercisable - December 31, 2016

 

$—

 
0.0 years

There were no outstanding stock options at December31, 2016. There was no intrinsic value of options granted, exercised or outstanding during the periods presented.