Stock-based Compensation | 6 Months Ended |
Jun. 30, 2014 |
Stock-based Compensation | ' |
Stock-based Compensation | ' |
5.Stock-based Compensation |
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In May 2014, our 2014 Equity Incentive Plan (the 2014 Plan) was approved by stockholders and our previous plan was terminated at that time. Outstanding awards under the previous plan were not impacted. The primary purposes of the 2014 Plan are to increase the number of shares available in connection with awards, provide flexibility in the types of available awards and design of awards, modify certain individual award limits and revise the performance measures for qualified performance-based awards. The 2014 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents and other stock-based awards. A total of 6.6 million shares of common stock may be issued under the 2014 Plan, including shares available from the previous plan. |
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We have recognized non-cash stock-based compensation cost as follows: |
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| | Three Months Ended | | Six Months Ended |
| | June 30, | | June 30, |
(in thousands) | | 2014 | | 2013 | | 2014 | | 2013 |
Restricted stock | | $ | 5,979 | | $ | 6,017 | | $ | 12,430 | | $ | 11,923 |
Stock options | | | 782 | | | 707 | | | 1,555 | | | 1,415 |
| | | 6,761 | | | 6,724 | | | 13,985 | | | 13,338 |
Less amounts capitalized to oil and gas properties | | | -3,213 | | | -3,217 | | | -6,713 | | | -6,226 |
Compensation expense | | $ | 3,548 | | $ | 3,507 | | $ | 7,272 | | $ | 7,112 |
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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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During the six months ended June 30, 2014 and 2013, we granted 13,652 and 49,036 service-based stock awards at a weighted average grant-date fair value of $127.30 and $70.92, respectively. |
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From time to time performance 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 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 | | Six Months Ended |
| | June 30, | | June 30, |
(in thousands) | | 2014 | | 2013 | | 2014 | | 2013 |
Performance stock awards | | $ | 2,867 | | $ | 2,568 | | $ | 5,814 | | $ | 5,253 |
Service-based stock awards | | | 3,112 | | | 3,449 | | | 6,616 | | | 6,670 |
| | | 5,979 | | | 6,017 | | | 12,430 | | | 11,923 |
Less amounts capitalized to oil and gas properties | | | -2,891 | | | -2,954 | | | -6,071 | | | -5,738 |
Restricted stock compensation expense | | $ | 3,088 | | $ | 3,063 | | $ | 6,359 | | $ | 6,185 |
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Unrecognized compensation cost related to unvested restricted shares at June 30, 2014 was $55.6 million, which we expect to recognize over a weighted average period of approximately 2.3 years. |
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The following table provides information on restricted stock and unit activity as of June 30, 2014 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, 2014 | | 1,863,834 | | 8,838 | | | | | | | | |
Vested | | -287,047 | | N/A | | | | | | | | |
Converted to stock | | N/A | | — | | | | | | | | |
Granted | | 13,652 | | — | | | | | | | | |
Canceled | | -100,568 | | — | | | | | | | | |
Outstanding as of June 30, 2014 | | 1,489,871 | | 8,838 | | | | | | | | |
Vested included in outstanding | | N/A | | 8,838 | | | | | | | | |
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Stock Options |
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Options that have been granted under the 2014 plan and previous plans expire seven to ten years from the grant date and have service-based vesting schedules of three to five years. The exercise price for an option under the 2014 plan is the closing price of our common stock as reported by the New York Stock Exchange on the date of grant. The previous plans provided 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. No options were granted during the first six months of 2014 and 2013. |
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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 | | Six Months Ended |
| | June 30, | | June 30, |
(in thousands) | | 2014 | | 2013 | | 2014 | | 2013 |
Stock option awards | | $ | 782 | | $ | 707 | | $ | 1,555 | | $ | 1,415 |
Less amounts capitalized to oil and gas properties | | | -322 | | | -263 | | | -642 | | | -488 |
Stock option compensation expense | | $ | 460 | | $ | 444 | | $ | 913 | | $ | 927 |
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As of June 30, 2014, there was $2.7 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 1.2 years. |
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Information about outstanding stock options is summarized below: |
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| | | | Weighted | | Weighted | | Aggregate | |
| | | | Average | | Average | | Intrinsic | |
| | | | Exercise | | Remaining | | Value | |
| | Options | | Price | | Term | | (in thousands) | |
Outstanding as of January 1, 2014 | | 531,016 | | $ | 59.78 | | | | | | | |
Exercised | | -73,935 | | $ | 54.92 | | | | | | | |
Forfeited | | -7,670 | | $ | 63.42 | | | | | | | |
Outstanding as of June 30, 2014 | | 449,411 | | $ | 60.52 | | 4.9 | Years | | $ | 36,989 | |
Exercisable as of June 30, 2014 | | 114,067 | | $ | 50.82 | | 4.0 | Years | | $ | 10,495 | |
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The following table provides information regarding the options exercised: |
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| | Six months ended | | | | | | |
| | June 30, | | | | | | |
(dollars in thousands) | | 2014 | | 2013 | | | | | | |
Number of options exercised | | | 73,935 | | | 43,156 | | | | | | |
Cash received from option exercises | | $ | 4,061 | | $ | 1,705 | | | | | | |
Intrinsic value of options exercised | | $ | 4,632 | | $ | 1,407 | | | | | | |
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The following table provides information on non-vested stock option activity as of June 30, 2014 and changes during the year: |
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| | | | Weighted | | Weighted | | | | |
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| | | | Grant-Date | | Exercise | | | | |
| | Options | | Fair Value | | Price | | | | |
Non-vested as of January 1, 2014 | | 343,014 | | $ | 21.64 | | $ | 63.81 | | | | |
Forfeited | | -7,670 | | $ | 21.94 | | $ | 63.42 | | | | |
Non-vested as of June 30, 2014 | | 335,344 | | $ | 21.63 | | $ | 63.82 | | | | |
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