Equity Incentive Compensation Plans and Other Employee Benefits | 12 Months Ended |
Dec. 31, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Equity Incentive Compensation Plans and Other Employee Benefits | ' |
Equity Incentive Compensation Plans and Other Employee Benefits |
The Company maintains various stock-based compensation plans and other employee benefit plans as discussed below. Stock-based compensation is measured at the grant date based on the value of the awards, and the fair value is recognized on a straight-line basis over the requisite service period (usually the vesting period). |
The following table presents the non-cash stock-based compensation related to equity awards for the periods indicated: |
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| Year Ended December 31, | | | | | | | | | |
| 2013 | | 2012 | | 2011 | | | | | | | | | |
| (in thousands) | | | | | | | | | |
Common stock options | $ | 4,696 | | | $ | 7,189 | | | $ | 7,569 | | | | | | | | | | |
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Nonvested equity common stock | 7,492 | | | 7,394 | | | 8,703 | | | | | | | | | | |
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Nonvested equity common stock units (1) | 1,272 | | | 708 | | | — | | | | | | | | | | |
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Nonvested performance-based equity | 2,174 | | | 1,079 | | | 3,124 | | | | | | | | | | |
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Total | $ | 15,634 | | | $ | 16,370 | | | $ | 19,396 | | | | | | | | | | |
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-1 | Includes non-cash stock-based compensation related to director fees of $0.4 million and $0.2 million for the year ended December 31, 2013 and 2012, respectively. | | | | | | | | | | | | | | | | | | | |
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Unrecognized compensation cost as of December 31, 2013 was $19.0 million related to grants of nonvested stock options and nonvested equity shares of common stock that are expected to be recognized over a weighted-average period of 2.3 years. |
Stock Options and Nonvested Equity Shares. In May 2012, the Company’s stockholders approved and the Company adopted its 2012 Equity Incentive Plan (the “2012 Incentive Plan”). The purpose of the 2012 Incentive Plan is to enhance the Company’s ability to attract and retain officers, employees and directors and to provide such persons with an interest in the Company aligned with the interests of stockholders. The 2012 Incentive Plan provides for the grant of stock options (including incentive stock options and non-qualified stock options) and other awards, including performance units, performance shares, share awards, share units, restricted stock, cash incentive, and stock appreciation rights or SARs. |
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The aggregate number of shares that the Company may issue under the 2012 Incentive Plan may not exceed 2,051,402 shares, subject to adjustment for future stock splits, stock dividends and similar changes in the Company’s capitalization. Shares underlying grants that expire without being exercised or are forfeited are available for grant under the 2012 Incentive Plan. The aggregate number of shares of common stock subject to options, stock appreciation rights, or performance-based awards granted to a participant during any calendar year may not exceed 500,000 shares, and the maximum amount payable to a participant during any calendar year with respect to performance-based or cash incentive awards that are not denominated in common stock or common stock equivalents may not exceed $5.0 million. The 2012 Incentive Plan provides that all awards granted under the 2012 Incentive Plan expire not more than 10 years from the grant date and have an exercise price of no less than the closing price of the Company’s common stock on the date of grant. |
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Currently, the Company’s practice is to issue new shares upon stock option exercise. The Company does not expect to repurchase any shares in the open market or issue treasury shares to settle any such exercises. For the years ended December 31, 2013, 2012 and 2011, the Company did not pay cash to repurchase any stock option exercises. |
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The fair value of each share-based option award under all of the Company’s plans is estimated on the date of grant using a Black-Scholes pricing model that incorporates the assumptions noted in the following table. Estimated expected volatilities were based upon historical volatility of the Company’s common stock. The Company does not expect to declare or pay dividends in the foreseeable future; thus, the Company used a 0% expected dividend yield, which is comparable to most of its peers in the industry. The expected terms range from 0.09 years to 6.0 years, or a weighted average of 4.3 years to 4.6 years, based on 25% of each grant’s vesting on each anniversary date and factoring in potential blackout dates, historic exercises and expectations of future employee behavior. The risk-free rate is based on the U.S. Treasury yield curve in effect on the date of grant and extrapolated to approximate the expected life of the award. The Company estimated a 4% to 10% annual compounded forfeiture rate for the years 2012 and 2011 based on historical employee turnover and actual forfeitures. |
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| | 2012 | | 2011 | | | | | | | | | | | | | | |
Weighted average volatility | | 51 | % | | 55 | % | | | | | | | | | | | | | | |
Expected dividend yield | | — | % | | — | % | | | | | | | | | | | | | | |
Weighted average expected term (in years) | | 4.3 | | | 4.5 | | | | | | | | | | | | | | | |
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Weighted average risk-free rate | | 1.8 | % | | 1.9 | % | | | | | | | | | | | | | | |
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A summary of share-based option activity under all the Company's plans as of December 31, 2013, and changes during the year then ended, is presented below: |
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| Shares | | Weighted Average | | Weighted Average | | Aggregate | | | | | | | | |
Exercise Price | Remaining | Intrinsic Value | | | | | | | | |
| Contractual Term | | | | | | | | | |
| (in years) | | | | | | | | | |
Outstanding at January 1, 2013 | 3,020,485 | | | $ | 32.4 | | | | | | | | | | | | | |
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Granted | — | | | — | | | | | | | | | | | | | |
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Exercised | (259,699 | ) | | 24.51 | | | | | | | | | | | | | |
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Forfeited or expired | (1,012,090 | ) | | 33.98 | | | | | | | | | | | | | |
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Outstanding at December 31, 2013 | 1,748,696 | | | 32.66 | | | 1.47 | | $ | 1,239,464 | | | | | | | | | |
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Vested and exercisable at December 31, 2013 | 1,310,201 | | | $ | 33.37 | | | 1.96 | | $ | 1,041,448 | | | | | | | | | |
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Expected to vest, at December 31, 2013 through the life of the options | 1,718,579 | | | 28.84 | | | 2.59 | | 5,679,748 | | | | | | | | | |
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The per share weighted-average grant date fair value of options granted for the years ended December 31, 2012 and 2011 were $11.02 and $12.55, respectively. The total intrinsic value of options exercised for the years ended December 31, 2013, 2012 and 2011 were $0.5 million, $0.4 million and $10.0 million, respectively. With respect to stock option exercises, the Company received $6.4 million, $0.7 million, and $22.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
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A summary of the Company’s nonvested equity shares of common stock as of December 31, 2013, 2012 and 2011, and changes during the years then ended, is presented below: |
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| Year Ended December 31, |
| 2013 | | 2012 | | 2011 |
| Shares | | Weighted | | Shares | | Weighted | | Shares | | Weighted |
Average | Average | Average |
Grant Date | Grant Date | Grant Date |
Fair | Fair | Fair |
Value | Value | Value |
Outstanding at January 1, 2013 | 579,188 | | | $ | 31.02 | | | 639,628 | | | $ | 35.12 | | | 603,521 | | | $ | 30.94 | |
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Granted | 630,715 | | | 17.98 | | | 274,679 | | | 25.62 | | | 346,956 | | | 39.49 | |
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Vested | (270,482 | ) | | 29.82 | | | (241,736 | ) | | 34.61 | | | (220,006 | ) | | 31.83 | |
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Forfeited or expired | (183,303 | ) | | 24.87 | | | (93,383 | ) | | 33.39 | | | (90,843 | ) | | 32.03 | |
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Outstanding at December 31, 2013 | 756,118 | | | $ | 22.17 | | | 579,188 | | | $ | 31.02 | | | 639,628 | | | $ | 35.12 | |
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Expected to vest, at December 31, through the life of the awards | 661,224 | | | $ | 22.34 | | | 503,412 | | | $ | 31.08 | | | 578,131 | | | $ | 34.94 | |
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Equity common stock units were issued beginning on July 1, 2012 and will be converted to shares of common stock as they vest. As of December 31, 2013, equity common stock units have only been issued for payment of director fees. A summary of the Company’s nonvested equity share units of common stock as of December 31, 2013, 2012 and 2011, and changes during the years then ended, is presented in the table below: |
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| Year Ended December 31, |
| 2013 | | 2012 | | 2011 |
| Shares | | Weighted | | Shares | | Weighted | | Shares | | Weighted |
Average | Average | Average |
Grant Date | Grant Date Fair | Grant Date Fair |
Fair | Value | Value |
Value | | |
Outstanding at January 1, 2013 | 49,185 | | | $ | 18.5 | | | — | | | $ | — | | | — | | | $ | — | |
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Granted (1) | 56,464 | | | 22.33 | | | 58,983 | | | 18.83 | | | — | | | — | |
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Vested (1) | (49,871 | ) | | 18.96 | | | (9,798 | ) | | 20.51 | | | — | | | — | |
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Forfeited or expired | — | | | — | | | — | | | — | | | — | | | — | |
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Outstanding at December 31, 2013 | 55,778 | | | $ | 19.35 | | | 49,185 | | | $ | 18.5 | | | — | | | $ | — | |
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The fair value of equity awards vested for the years ended December 31, 2013, 2012 and 2011 was $8.1 million, $8.6 million and $8.8 million, respectively. |
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Performance Share Programs |
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2010 Program. In February 2010, the Compensation Committee of the Board of Directors of the Company approved a performance share program (the “2010 Program”). Upon commencement of the 2010 Program and during each subsequent year of the 2010 Program through 2013, the Compensation Committee met to approve target and stretch goals for certain operational or financial metrics that are selected by the Compensation Committee for the upcoming year and to determine whether metrics for the prior year have been met. As new goals are established each year for the performance-based awards, a new grant date and a new fair value are created for financial reporting purposes for those shares that could potentially vest in the upcoming year. Compensation expense is recognized based upon an estimate of the extent to which the performance goals would be met. If such goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. |
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The 2010 Program has both performance-based and market-based goals. All compensation expense related to the market-based goals will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. Based on Company performance in 2011, 26.6% of the 2010 Program performance shares vested in February 2012. Accordingly, the Company recognized non-cash stock-based compensation of costs associated with those shares of $0.2 million and $2.4 million for the years ended December 31, 2012 and 2011, respectively. Based upon the Company’s performance in 2012, none of the 2010 Program performance shares vested in February 2013. |
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In February 2013, the Compensation Committee established vesting terms of the Company’s nonvested equity awards in the 2010 Program that are subject to a market performance-based vesting condition, which is based on the Company’s total shareholder return (“TSR”) ranking relative to a defined peer group’s individual TSRs (“Relative TSR”). In February 2013, 22,710 market-based nonvested equity shares of common stock became subject to a new grant date, and the fair value of the shares was remeasured at the grant date. All shares that remain unvested based on 2013 performance will expire in 2014. The fair value of the market-based awards is amortized ratably over the remaining requisite service period. All compensation expense related to the market-based awards will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. Based on the Company's performance in 2013, 19.8% of the 2010 Program performance shares will vest in February 2014. Accordingly, the Company recorded $0.1 million of non-cash stock-based compensation expense related to these awards for the year ended December 31, 2013. |
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In February 2013, the Compensation Committee approved the performance metrics used to measure potential vesting of the performance shares in the 2010 Program based on 2013 performance. For the year ended December 31, 2013, the performance goals consisted of the Company’s TSR ranking relative to a defined peer group’s individual TSR (weighted at 40%), the Company’s discretionary cash flow (weighted at 30%) and PV10 of proved oil, natural gas and NGL reserves (weighted at 30%). In February 2013, 86,223 performance-based nonvested equity shares of common stock in the 2010 Program became subject to a new grant date, and the fair value of the shares was remeasured at the grant date. All remaining unvested shares could potentially vest if all performance goals are met at the stretch level, and all shares that remain unvested based on 2013 performance will expire in 2014. All compensation expense related to the TSR metric will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. All compensation expense related to the discretionary cash flow metric and the proved oil, natural gas and NGL reserves metric will be based upon the number of shares expected to vest at the end of the one year period. The Company recorded $0.3 million of non-cash stock-based compensation expense related to these awards during the year ended December 31, 2013. |
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2012 Program. In March 2012, the Compensation Committee approved a new performance share program (the “2012 Program”). The performance-based awards contingently vest in May 2015, depending on the level at which the performance goals are achieved. The performance goals, which will be measured over the three year period ending December 31, 2014, consist of the Company’s TSR ranking relative to a defined peer group’s individual TSR (weighted at 33 1/3%), the percentage change in discretionary cash flow per debt adjusted share relative to a defined peer group’s percentage calculation (weighted at 33 1/3%) and percentage change in proved oil and natural gas reserves per debt adjusted share (weighted at 33 1/3%). fifty percent of the total award will vest for performance met at the threshold level, 100% will vest at the target level and 200% will vest at the stretch level. If the actual results for a metric are between the threshold and target levels or between the target and stretch levels, the vested number of shares will be adjusted on a prorated basis of the actual results compared to the threshold, target and stretch goals. If the threshold metrics are not met, no shares will vest. In any event, the total number of shares of common stock that could vest will not exceed 200% of the original number of performance shares granted. At the end of the three year vesting period, any shares that have not vested will be forfeited. A total of 179,798 shares were granted under this program during the year ended December 31, 2012. The Company recorded $0.2 million and $0.5 million of non-cash stock-based compensation expense related to these awards for the years ended December 31, 2013 and 2012, respectively. |
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2013 Program. In February 2013, the Compensation Committee approved a new performance share program (the “2013 Program”) pursuant to the 2012 Incentive Plan. The performance-based awards contingently vest in May 2016, depending on the level at which the performance goals are achieved. The performance goals, which will be measured over the three year period ending December 31, 2015, consist of the Company’s Relative TSR (weighted at 33 1/3%), the percentage change in discretionary cash flow per debt adjusted share relative to a defined peer group’s percentage calculation (“DCF per Debt Adjusted Share”) (weighted at 33 1/3%) and percentage change in proved oil, natural gas and NGL reserves per debt adjusted share (“Reserves per Debt Adjusted Share”) (weighted at 33 1/3%). The Relative TSR and DCF per Debt Adjusted Share goals will vest at 25% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. The Reserves per Debt Adjusted Share goal will vest at 50% of the total award for performance met at the threshold level, 100% at the target level and 200% at the stretch level. If the actual results for a metric are between the threshold and target levels or between the target and stretch levels, the vested number of shares will be prorated based on the actual results compared to the threshold, target and stretch goals. If the threshold metrics are not met, no shares will vest. In any event, the total number of shares of common stock that could vest will not exceed 200% of the original number of performance shares granted. At the end of the three year vesting period, any shares that have not vested will be forfeited. A total of 450,544 shares were granted under this program during the year ended December 31, 2013. All compensation expense related to the Relative TSR metric will be recognized if the requisite service period is fulfilled, even if the market condition is not achieved. All compensation expense related to the DCF per Debt Adjusted Share metric and the Reserves per Debt Adjusted Share metric will be based upon the number of shares expected to vest at the end of the three year period. The Company recorded $1.6 million of non-cash stock-based compensation expense related to these awards for the year ended December 31, 2013. |
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A summary of the Company's non-vested performance-based equity shares of common stock as of December 31, 2013, 2012 and 2011, and changes during the years then ended, is presented below: |
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| Year Ended December 31, |
| 2013 | | 2012 | | 2011 |
| Shares | | Weighted | | Shares | | Weighted | | Shares | | Weighted |
Average | Average | Average |
Grant Date | Grant Date | Grant Date |
Fair | Fair | Fair |
Value | Value | Value |
Outstanding at January 1, 2013 | 291,606 | | | $ | 26.85 | | | 195,630 | | | $ | 33.36 | | | 287,932 | | | $ | 31.76 | |
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Vested | — | | | — | | | (64,745 | ) | | 39.9 | | | (81,156 | ) | | 32.1 | |
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Modified, performance goals revised (1) | (108,933 | ) | | 27.75 | | | (121,191 | ) | | 39.9 | | | (192,821 | ) | | 32.18 | |
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Modified, performance goals revised (1) | 108,933 | | | 18.18 | | | 121,191 | | | 27.75 | | | 192,821 | | | 39.88 | |
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Granted | 450,544 | | | 19.99 | | | 179,987 | | | 27.57 | | | 6,760 | | | 40.52 | |
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Forfeited or expired | (158,118 | ) | | 22.52 | | | (19,266 | ) | | 33.82 | | | (17,906 | ) | | 30.94 | |
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Outstanding at December 31, 2013 | 584,032 | | | $ | 19.8 | | | 291,606 | | | $ | 26.85 | | | 195,630 | | | $ | 33.36 | |
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Expected to vest, at December 31, through the life of the awards | 522,312 | | | $ | 22.14 | | | 87,522 | | | $ | 25.33 | | | 183,178 | | | $ | 33.37 | |
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-1 | As the Compensation Committee approved new performance metrics for the vesting of performance shares in the upcoming year, a new grant date was then created for any unvested awards that were granted in previous years, and a new fair value was established for financial reporting purposes. | | | | | | | | | | | | | | | | | | | |
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The fair value of the performance-based shares vested in the years ended December 31, 2012 and 2011 was $2.6 million and $3.1 million, respectively. |
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Director Fees. The Company’s non-employee, or outside, directors, may elect to receive all or a portion of their annual retainer and meeting fees in the form of restricted stock units (“RSUs”), which are settled with shares of the Company’s common stock, issued pursuant to the Company’s 2012 Incentive Plan. After each quarter, RSUs with a value equal to the fees payable for that quarter, calculated using the closing price for the Company’s common stock on the last trading day of the quarter, will be delivered to each outside director who elected before that quarter to receive RSUs for payment of director fees. These nonvested RSUs will vest immediately at the end of the applicable quarter. Once vested, the RSUs will settle at the end of the applicable quarter or such later date elected by the director. |
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A summary of the Company’s directors’ fees and equity-based compensation for the years ended December 31, 2013, 2012 and 2011 is presented below: |
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| Year Ended December 31, | | | | | | | | | |
| 2013 | | 2012 | | 2011 | | | | | | | | | |
Director fees (shares) | 16,151 | | | 12,973 | | | 7,636 | | | | | | | | | | |
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Stock-based compensation (in thousands) | $ | 351 | | | $ | 276 | | | $ | 307 | | | | | | | | | | |
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Other Employee Benefits-401(k) Savings Plan. The Company has an employee-directed 401(k) savings plan (the “401(k) Plan”) for all eligible employees over the age of 21. Under the 401(k) Plan, employees may make voluntary contributions based upon a percentage of their pretax income, subject to statutory limitations. |
The Company matches 100% of each employee’s contribution, up to 6% of the employee’s pretax income, with 50% of the match made with the Company’s common stock. The Company’s cash and common stock contributions are fully vested upon the date of match, and employees can immediately sell the portion of the match made with the Company’s common stock. The Company made matching cash and common stock contributions of $1.9 million, $2.0 million and $1.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
Deferred Compensation Plan. In 2010, the Company adopted a non-qualified deferred compensation plan for certain employees and officers whose eligibility to participate in the plan was determined by the Compensation Committee of the Company’s Board of Directors. The Company makes matching cash contributions on behalf of eligible employees up to 6% of the employee’s cash compensation once the contribution limits are reached on the Company’s 401(k) Plan. All amounts deferred and matched under the plan vest immediately. Deferred compensation, including accumulated earnings on the participant-directed investment selections, is distributable in cash at participant-specified dates or upon retirement, death, disability, change in control or termination of employment. |
The table below summarizes the activity in the plan during the years ended December 31, 2013 and 2012, and the Company’s ending deferred compensation liability as of December 31, 2013 and 2012: |
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| Year Ended December 31, | | | | | | | | | | | | | |
| 2013 | | 2012 | | | | | | | | | | | | | |
| (in thousands) | | | | | | | | | | | | | |
Beginning deferred compensation liability balance | $ | 966 | | | $ | 579 | | | | | | | | | | | | | | |
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Employee contributions | 206 | | | 262 | | | | | | | | | | | | | | |
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Company matching contributions | 115 | | | 189 | | | | | | | | | | | | | | |
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Distributions | (441 | ) | | (117 | ) | | | | | | | | | | | | | |
Participant earnings (losses) | 95 | | | 53 | | | | | | | | | | | | | | |
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Ending deferred compensation liability balance | $ | 941 | | | $ | 966 | | | | | | | | | | | | | | |
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Amount to be paid within one year | $ | 451 | | | $ | 292 | | | | | | | | | | | | | | |
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Remaining balance to be paid beyond one year | $ | 490 | | | $ | 674 | | | | | | | | | | | | | | |
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The Company has established a rabbi trust to offset the deferred compensation liability and protect the interests of the plan participants. The investments in the rabbi trust seek to offset the change in the value of the related liability. As a result, there is no expected impact on earnings or earnings per share from the changes in market value of the investment assets because the changes in market value of the trust assets are offset by changes in the value of the deferred compensation plan liability. The gains and losses from changes in fair value of the investments are included in interest and other income in the Consolidated Statements of Operations. |
The following table represents the Company's activity in the investment assets held in the rabbi trust during the years ended December 31, 2013 and 2012: |
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| Year Ended December 31, | | | | | | | | | | | | | |
| 2013 | | 2012 | | | | | | | | | | | | | |
| (in thousands) | | | | | | | | | | | | | |
Beginning investment balance | $ | 966 | | | $ | 579 | | | | | | | | | | | | | | |
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Investment purchases | 321 | | | 451 | | | | | | | | | | | | | | |
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Distributions | (441 | ) | | (117 | ) | | | | | | | | | | | | | |
Earnings (losses) | 95 | | | 53 | | | | | | | | | | | | | | |
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Ending investment balance | $ | 941 | | | $ | 966 | | | | | | | | | | | | | | |
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