Stock-based Compensation | 9 Months Ended |
Sep. 30, 2013 |
Stock-based Compensation | ' |
Stock-based Compensation | ' |
5. Stock-based Compensation |
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Our 2011 Equity Incentive Plan (the 2011 Plan) was approved by stockholders in May 2011 and our previous plan was terminated at that time. Outstanding awards under the previous plan were not impacted. The 2011 Plan provides for grants of stock options, restricted stock, restricted stock units, performance stock and performance stock units. A total of 5.3 million shares of common stock may be issued under the 2011 Plan. |
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We have recognized non-cash stock-based compensation cost as follows: |
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| | Three Months Ended | | Nine Months Ended | |
September 30, | September 30, |
(in thousands) | | 2013 | | 2012 | | 2013 | | 2012 | |
Restricted stock | | $ | 5,329 | | $ | 10,769 | | $ | 17,252 | | $ | 24,319 | |
Stock options | | 940 | | 692 | | 2,355 | | 2,117 | |
| | 6,269 | | 11,461 | | 19,607 | | 26,436 | |
Less amounts capitalized to oil and gas properties | | (2,922 | ) | (3,160 | ) | (9,148 | ) | (8,917 | ) |
Compensation expense | | $ | 3,347 | | $ | 8,301 | | $ | 10,459 | | $ | 17,519 | |
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Historical amounts may not be representative of future amounts as additional awards may be granted. |
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Restricted Stock and Units |
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The following tables provide information about restricted stock awards granted during the three and nine months ended September 30, 2013 and 2012. |
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| | Three Months Ended | | Three Months Ended | | | |
September 30, 2013 | September 30, 2012 | | |
| | Number | | Weighted | | Number | | Weighted | | | |
of Shares | Average | of Shares | Average | | |
| Grant-Date | | Grant-Date | | |
| Fair Value | | Fair Value | | |
Performance-based stock awards | | 26,000 | | $ | 56.85 | | 24,000 | | $ | 48.24 | | | |
Service-based stock awards | | 228,200 | | $ | 72.83 | | 238,100 | | $ | 53.19 | | | |
Total restricted stock awards | | 254,200 | | $ | 71.2 | | 262,100 | | $ | 52.73 | | | |
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| | Nine Months Ended | | Nine Months Ended | | | |
September 30, 2013 | September 30, 2012 | | |
| | Number | | Weighted | | Number | | Weighted | | | |
of Shares | Average | of Shares | Average | | |
| Grant-Date | | Grant-Date | | |
| Fair Value | | Fair Value | | |
Performance-based stock awards | | 26,000 | | $ | 56.85 | | 262,770 | | $ | 43.22 | | | |
Service-based stock awards | | 277,236 | | $ | 72.49 | | 294,198 | | $ | 54.03 | | | |
Total restricted stock awards | | 303,236 | | $ | 71.15 | | 556,968 | | $ | 48.93 | | | |
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From time to time, performance-based awards are granted to eligible executives and are subject to market condition-based vesting determined by our stock price performance relative to a defined peer group’s stock price performance. After three years of continued service, an executive will be entitled to vest in 50% to 100% of the award. In accordance with Internal Revenue Code Section 162(m), certain of the amounts awarded may not be deductible for tax purposes. Service-based stock awards granted to other eligible employees and non-employee directors have vesting schedules of three to five years. |
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Compensation cost for the performance-based stock awards is based on the grant-date fair value of the award utilizing a Monte Carlo simulation model. Compensation cost for the service-based vesting restricted shares is based upon the grant-date market value of the award. Such costs are recognized ratably over the applicable vesting period. |
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The following table reflects the non-cash compensation cost related to our restricted stock: |
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| | Three Months Ended | | Nine Months Ended | |
September 30, | September 30, |
(in thousands) | | 2013 | | 2012 | | 2013 | | 2012 | |
Performance-based stock awards | | $ | 2,710 | | $ | 7,719 | | $ | 7,963 | | $ | 15,390 | |
Service-based stock awards | | 2,619 | | 3,050 | | 9,289 | | 8,929 | |
| | 5,329 | | 10,769 | | 17,252 | | 24,319 | |
Less amounts capitalized to oil and gas properties | | (2,491 | ) | (2,912 | ) | (8,229 | ) | (8,081 | ) |
Restricted stock compensation expense | | $ | 2,838 | | $ | 7,857 | | $ | 9,023 | | $ | 16,238 | |
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The 2012 compensation cost for the performance-based awards includes $3.9 million of accelerated compensation expense related to the death of our former Chairman, F.H. Merelli. |
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Unrecognized compensation cost related to unvested restricted shares at September 30, 2013 was $52.7 million, which we expect to recognize over a weighted average period of approximately 2.5 years. |
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The following table provides information on restricted stock and unit activity as of September 30, 2013 and changes during the year. A restricted unit held by an employee represents a right to an unrestricted share of common stock upon completion of defined vesting and holding periods. A restricted unit held by a non-employee director represents an election to defer payment of director fees until the time specified by the director in his deferred compensation agreement. The remaining outstanding restricted units shown below represent restricted units held by a non-employee director who has elected to defer payment of common stock represented by the units until termination of his service on the Board of Directors. |
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| | Restricted | | Restricted | | | | | | | | | |
Stock | Units | | | | | | | | |
Outstanding as of January 1, 2013 | | 1,838,736 | | 33,838 | | | | | | | | | |
Vested | | (383,175 | ) | N/A | | | | | | | | | |
Converted to stock | | N/A | | (25,000 | ) | | | | | | | | |
Granted | | 303,236 | | — | | | | | | | | | |
Canceled | | (133,530 | ) | — | | | | | | | | | |
Outstanding as of September 30, 2013 | | 1,625,267 | | 8,838 | | | | | | | | | |
Vested included in outstanding | | N/A | | 8,838 | | | | | | | | | |
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Stock Options |
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The following table provides information about stock options granted in 2013 and 2012: |
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| | Three and Nine | | Three and Nine | | | | | | | |
Months Ended | Months Ended | | | | | | |
September 30, | September 30, | | | | | | |
2013 | 2012 | | | | | | |
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Options | | 144,400 | | 152,800 | | | | | | | |
Weighted average grant-date fair value | | $ | 21.64 | | $ | 20.55 | | | | | | | |
Weighted average exercise price | | $ | 72.25 | | $ | 51.92 | | | | | | | |
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Options granted under our 2011 and previous plans expire seven to ten years from the grant date and have service-based vesting schedules of three to five years. The plans provide that all grants have an exercise price of the average of the high and low prices of our common stock as reported by the New York Stock Exchange on the date of grant. |
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Compensation cost related to stock options is based on the grant-date fair value of the award, recognized ratably over the applicable vesting period. We estimate the fair value using the Black-Scholes option-pricing model. Expected volatilities are based on the historical volatility of our common stock. We also use historical data to estimate the probability of option exercise, expected years until exercise and potential forfeitures. We use U.S. Treasury bond rates in effect at the grant date for our risk-free interest rates. |
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Non-cash compensation cost related to our stock options is reflected in the following table: |
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| | Three Months Ended | | Nine Months Ended | |
September 30, | September 30, |
(in thousands) | | 2013 | | 2012 | | 2013 | | 2012 | |
Stock option awards | | $ | 940 | | $ | 692 | | $ | 2,355 | | $ | 2,117 | |
Less amounts capitalized to oil and gas properties | | (431 | ) | (248 | ) | (919 | ) | (836 | ) |
Stock option compensation expense | | $ | 509 | | $ | 444 | | $ | 1,436 | | $ | 1,281 | |
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As of September 30, 2013, there was $5.1 million of unrecognized compensation cost related to non-vested stock options. We expect to recognize that cost pro rata over a weighted-average period of approximately 2.0 years. |
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Information about outstanding stock options is summarized below: |
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| | Options | | Weighted | | Weighted | | Aggregate | | | |
Average | Average | Intrinsic | | |
Exercise | Remaining | Value | | |
Price | Term | (in thousands) | | |
Outstanding as of January 1, 2013 | | 687,459 | | $ | 54.51 | | | | | | | |
Granted | | 144,400 | | $ | 72.25 | | | | | | | |
Exercised | | (201,295 | ) | $ | 50.51 | | | | | | | |
Canceled | | (2,663 | ) | $ | 86 | | | | | | | |
Forfeited | | (15,443 | ) | $ | 65.51 | | | | | | | |
Outstanding as of September 30, 2013 | | 612,458 | | $ | 59.59 | | 5.6 Years | | $ | 21,721 | | | |
Exercisable as of September 30, 2013 | | 262,776 | | $ | 53.98 | | 5.1 Years | | $ | 10,796 | | | |
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The following table provides information regarding the options exercised and the grant-date fair value of options vested: |
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| | Nine Months Ended | | | | | | | |
September 30, | | | | | | |
(dollars in thousands) | | 2013 | | 2012 | | | | | | | |
Number of options exercised | | 201,295 | | 505,057 | | | | | | | |
Cash received from option exercises | | $ | 10,168 | | $ | 10,410 | | | | | | | |
Intrinsic value of options exercised | | $ | 6,811 | | $ | 20,232 | | | | | | | |
Grant-date fair value of options vested | | $ | 2,521 | | $ | 2,466 | | | | | | | |
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The following summary reflects the status of non-vested stock options as of September 30, 2013 and changes during the year: |
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| | Options | | Weighted | | Weighted | | | | | |
Average | Average | | | | |
Grant-Date | Exercise | | | | |
Fair Value | Price | | | | |
Non-vested as of January 1, 2013 | | 317,062 | | $ | 23.22 | | $ | 60.58 | | | | | |
Granted | | 144,400 | | $ | 21.64 | | $ | 72.25 | | | | | |
Vested | | (96,337 | ) | $ | 26.17 | | $ | 65.54 | | | | | |
Forfeited | | (15,443 | ) | $ | 25.96 | | $ | 65.51 | | | | | |
Non-vested as of September 30, 2013 | | 349,682 | | $ | 21.63 | | $ | 63.82 | | | | | |