Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
Stockholders’ Equity |
General |
Our authorized capital stock consists of 75 million shares of common stock, par value $0.0001 per share, and 25 million shares of preferred stock, par value $0.0001 per share. |
At December 31, 2013 and 2012, we had no stock options outstanding. |
At December 31, 2013 and 2012, there were 21,652,341 and 21,701,353 shares of common stock outstanding, respectively, and no shares of preferred stock outstanding. |
Cash Dividends to Stockholders — The following table details information on our cash dividends for each of the three years ended December 31, 2013. Cash dividends paid as disclosed in the statements of cash flows for the years ended December 31, 2013, 2012 and 2011 included previously declared cash dividends on vested RSUs issued to eligible employees under the 2009 Long-Term Incentive Plan ("LTIP") and on shares of vested restricted stock issued to non-executive members of our Board of Directors. Cash dividends on the RSUs and restricted stock have been accrued and are paid when the applicable vesting conditions are met. Accrued cash dividends on forfeited RSUs and restricted stock are also forfeited. |
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Year | Declaration Date | | Record Date | | Payment Date | | Per Share | | Total | | | | | | | |
Amount | Payment(1) | | | | | | |
| | | | | | | | | (Dollars in | | | | | | | |
thousands) | | | | | | |
2011 | 23-Feb | | 17-Mar | | 31-Mar | | $ | 0.25 | | | | | | | | | | |
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| 4-May | | 20-May | | 24-Jun | | 0.25 | | | | | | | | | | |
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| 27-Jul | | 19-Aug | | 9-Sep | | 0.25 | | | | | | | | | | |
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| 26-Oct | | 18-Nov | | 9-Dec | | 0.25 | | | | | | | | | | |
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| Total | | | | | | 1 | | | $ | 22,121 | | | | | | | | |
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2012 | 22-Feb | | 16-Mar | | 30-Mar | | 0.25 | | | | | | | | | | |
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| 3-May | | 18-May | | 24-Jun | | 0.25 | | | | | | | | | | |
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| 30-Jul | | 17-Aug | | September 9 | | 0.125 | | (2) | | | | | | | | |
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| November 1 | | November 16 | | December 7 | | 0.125 | | | | | | | | | | |
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| Total | | | | | | 0.75 | | | 16,512 | | | | | | | | |
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2013 | 4-Mar | | 15-Mar | | 29-Mar | | 0.125 | | | | | | | | | | |
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| | | | | 26-Apr | | | | 1,513 | | (3) | | | | | | |
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| 9-May | | 20-May | | 25-Jun | | 0.125 | | | | | | | | | | |
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| 1-Aug | | 19-Aug | | September 10 | | 0.125 | | | | | | | | | | |
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| November 5 | | November 20 | | December 10 | | 0.125 | | | | | | | | | | |
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| | | | | | | 0.5 | | | 12,312 | | | | | | | | |
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Total | | | | | | | $ | 2.25 | | | $ | 50,945 | | | | | | | | |
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(1) | The total payment reflects the cash dividends paid in relation to common stock, vested RSUs and vested restricted stock. | | | | | | | | | | | | | | | | | | | |
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(2) | On July 30, 2012, our Board of Directors reset the quarterly cash dividends rate to $0.125 per share of common stock from $0.25 per share of common stock. | | | | | | | | | | | | | | | | | | | |
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(3) | The payment reflects the accumulated cash dividends earned on vested RSUs associated with the 2009 LTIP. | | | | | | | | | | | | | | | | | | | |
On March 5, 2014, our Board of Directors declared a regular quarterly cash dividend of $0.125 per share of common stock, with a record date of March 18, 2014, and a payment date of March 28, 2014. This cash dividend of approximately $2.7 million will be paid from available cash on hand. |
Common Stock Repurchase Program — On July 31, 2008, our Board of Directors approved a program to repurchase up to $50.0 million of our common stock in the open market during the twelve-month period commencing on or about August 5, 2008. As discussed below, this program has been extended at various times, most recently through December 31, 2014 with a repurchase authority of $15.0 million as of January 1, 2014. |
Credit Suisse Securities (USA) LLC administers such purchases. We used available cash on hand and net cash provided by operating activities to fund the common stock repurchase program. This repurchase authority allows us, at management’s discretion, to selectively repurchase shares of our common stock from time to time in the open market depending upon market price and other factors. |
For the year ended December 31, 2013, we did not purchase any shares of our common stock under the repurchase program. From the inception of the program in August 2008 through December 31, 2013, we have repurchased a total of 6,268,504 shares of our common stock for approximately $59.8 million (excluding commissions). |
Repurchased shares of our common stock were accounted for as a reduction to common stock and additional paid-in-capital in the period in which the repurchase occurred. All repurchased shares of common stock are returned to the status of authorized, but unissued, shares of the Company. |
Common stock purchased in 2013, 2012 and 2011 (including the purchase of common stock for tax withholdings) was as follows: |
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For the Three Months Ended | Total Number | | Average Price | | Total Number of | | Approximate | | | | | | | |
of Shares | Paid Per | Shares Purchased | Dollar Value of | | | | | | | |
Purchased | Share(1) | as Part of | Shares That May | | | | | | | |
| | Publicly | Yet Be Purchased | | | | | | | |
| | Announced Plans | Under the Publicly | | | | | | | |
| | or Programs | Announced Plans | | | | | | | |
| | | or Programs(2) | | | | | | | |
| | | (Dollars in thousands) | | | | | | | |
2011 | | | | | | | | | | | | | | |
March 31, | 20,027 | | (3) | $ | 15.21 | | | — | | | $ | 16,135 | | | | | | | | |
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June 30, | — | | | — | | | — | | | 16,135 | | | | | | | | |
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September 30, | — | | | — | | | — | | | 16,135 | | | | | | | | |
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December 31, | — | | | — | | | — | | | 16,135 | | | | | | | | |
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Total for 2011 | 20,027 | | | $ | 15.21 | | | — | | | | | | | | | | |
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2012 | | | | | | | | | | | | | | |
March 31, | 21,657 | | (4) | $ | 14.1 | | | — | | | 16,135 | | | | | | | | |
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June 30, | — | | | — | | | — | | | 16,135 | | | | | | | | |
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September 30, | 434,982 | | | 11.3 | | | 434,982 | | | 20,085 | | | | | | | | |
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December 31, | 277,191 | | | 11.26 | | | 277,191 | | | 16,964 | | | | | | | | |
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Total for 2012 | 733,830 | | | $ | 11.37 | | | 712,173 | | | | | | | | | | |
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2013 | | | | | | | | | | | | | | |
March 31, | — | | | $ | — | | | — | | | 16,964 | | | | | | | | |
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June 30, | 108,459 | | (5) | 12.92 | | | — | | | 16,964 | | | | | | | | |
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September 30, | — | | | — | | | — | | | 16,964 | | | | | | | | |
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December 31, | — | | | — | | | — | | | 16,964 | | | | | | | | |
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Total for 2013 | 108,459 | | | $ | 12.92 | | | — | | | | | | | | | | |
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Total | 862,316 | | | $ | 11.65 | | | 712,173 | | | | | | | | | | |
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(1) | Average price paid per share excludes commissions. | | | | | | | | | | | | | | | | | | | |
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(2) | On July 31, 2008, our Board of Directors approved a program to repurchase up to $50.0 million of our common stock in the open market during the twelve month period commencing on or about August 5, 2008. Our Board of Directors approved a supplement effective March 3, 2009 which reset the repurchase authority to $25.0 million as of January 1, 2009 and extended the purchase period through December 31, 2009. On November 30, 2009, our Board of Directors approved a further extension of the purchase period from December 31, 2009 to March 31, 2010. On March 3, 2010, our Board of Directors approved a supplement to the program to repurchase our common stock in the open market effective March 3, 2010 which reset the repurchase authority to $25.0 million as of January 1, 2010 and extended the purchase period through December 31, 2010. On December 6, 2010, our Board of Directors approved another supplement effective January 3, 2011 which reset the repurchase authority to $25.0 million as of January 3, 2011 and extended the purchase period through December 31, 2011. During the first quarter of 2011, our Board of Directors temporarily suspended the program. On July 24, 2012, our Board of Directors approved an additional supplement to the common stock repurchase program effective August 1, 2012 which reset the repurchase authority to $25.0 million as of August 1, 2012 and extended the purchase period through December 31, 2013. On December 19, 2013, our Board of Directors approved a further extension of the purchase period from December 31, 2013 to December 31, 2014 and reset the repurchase authority to $15.0 million as of January 1, 2014. | | | | | | | | | | | | | | | | | | | |
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(3) | The total number of shares purchased were from our President and Chief Executive Officer ("CEO") at a price of $15.21 per share in payment of required tax withholdings for common stock issued in March 2011 under the 2010 Short-Term Incentive Plan ("STIP"). | | | | | | | | | | | | | | | | | | | |
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(4) | The total number of shares purchased were from our CEO at a price of $14.10 per share in payment of required tax withholdings for common stock issued in March 2012 under the 2011 STIP. | | | | | | | | | | | | | | | | | | | |
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(5) | On April 23, 2013, we purchased a total of 108,459 shares of common stock from our CEO and other eligible employees at a price of $12.92 per share in payment of required tax withholdings for the common stock awarded under the 2012 STIP and the 2009 LTIP. | | | | | | | | | | | | | | | | | | | |
Additional Paid-in Capital — Additional paid-in capital was $127.3 million and $125.2 million at December 31, 2013 and 2012, respectively. The increase in 2013 of $2.1 million was due primarily to the amortization of stock based compensation and a net settlement of common stock awards under the 2012 STIP and the 2009 LTIP. |
Net Income per Common Share — Basic net income per common share is computed on the basis of the weighted average common shares outstanding. Diluted net income per common share is computed on the basis of the weighted average common shares outstanding plus the effect of all potentially dilutive common shares including outstanding restricted stock and RSUs, which are treated as contingently issuable shares, using the "treasury stock" method. During the second quarter of 2013, we acquired a net total of 108,459 shares of common stock after settling vested awards under the 2012 STIP and the 2009 LTIP. These shares of common stock acquired were retired and excluded from our reported outstanding share balance as of December 31, 2013. The components of basic and diluted net income per common share were as follows for the periods stated: |
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| For the Year Ended December 31, | | | | | | | | | |
| 2013 | | 2012 | | 2011 | | | | | | | | | |
| (Dollars in thousands, except share | | | | | | | | | |
and per share amounts) | | | | | | | | | |
Net income | $ | 27,530 | | | $ | 26,984 | | | $ | 83,786 | | | | | | | | | | |
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Weighted average shares of common stock outstanding | 21,648,654 | | | 21,924,748 | | | 22,083,942 | | | | | | | | | | |
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Dilutive effect of restricted stock and RSUs | 361,869 | | | 472,839 | | | 425,066 | | | | | | | | | | |
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Weighted average shares of common stock and common stock equivalents | 22,010,523 | | | 22,397,587 | | | 22,509,008 | | | | | | | | | | |
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Net income per common share | | | | | | | | | | | | | | |
Basic | $ | 1.27 | | | $ | 1.23 | | | $ | 3.79 | | | | | | | | | | |
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Diluted | $ | 1.25 | | | $ | 1.2 | | | $ | 3.72 | | | | | | | | | | |
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USA Mobility, Inc. Equity Incentive Plan |
We established the USA Mobility, Inc. Equity Incentive Award Plan (the “2004 Equity Plan”) in connection with and prior to the November 2004 merger of Arch and Metrocall. Under the 2004 Equity Plan, we had the ability to issue up to 1,878,976 shares of our common stock to eligible employees and non-executive members of the Board of Directors in the form of shares of common stock, stock options, restricted stock, RSUs or stock grants. Restricted stock granted under the 2004 Equity Plan entitled the stockholder to all rights of common stock ownership except that the restricted stock may not be sold, transferred, exchanged, or otherwise disposed of during the restriction period, which will be determined by the Compensation Committee of the Board of Directors. RSUs are generally convertible into shares of common stock pursuant to a Restricted Stock Unit Agreement when the appropriate vesting conditions have been satisfied. The fair value of each RSU is the market price of our common stock on the date of grant. |
On March 23, 2012, our Board of Directors adopted the USA Mobility, Inc. 2012 Equity Incentive Award Plan (the “2012 Equity Plan”) that was subsequently approved by our stockholders on May 16, 2012. A total of 1,300,000 shares of common stock have been reserved for issuance under this plan. The 2012 Equity Plan is intended to replace the 2004 Equity Plan. As of May 16, 2012, 894,986 shares available under the 2004 Equity Plan will be available for grant under the 2012 Equity Plan. No further grants will be made under the 2004 Equity Plan. However, the 2004 Equity Plan will continue to govern all outstanding awards thereunder. As of December 31, 2013 81,957 RSUs were outstanding and subject to the provisions of the 2004 Equity Plan. Any shares which were available for grant under the 2004 Equity Plan including awards that were forfeited or lapsed unexercised as of the date of stockholders’ approval will be available for grant under the 2012 Equity Plan. |
Awards under the 2012 Equity Plan may be in the form of stock options, restricted stock, RSUs, performance awards (a cash bonus award, a stock bonus award, a performance award or an incentive award that is paid in cash), dividend equivalents, stock payment awards, deferred stock, deferred stock units, or stock appreciation rights. |
The following table summarizes the activities under the 2012 Equity Plan as of December 31, 2013: |
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| Activity | | | | | | | | | | | | | | | | | | |
Total equity securities available at May 16, 2012 | 2,194,986 | | | | | | | | | | | | | | | | | | | |
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Add: 2011 LTIP RSUs forfeited by eligible employees | 152,044 | | | | | | | | | | | | | | | | | | | |
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Add: Restricted Stock forfeited by non-executive members of the Board of Directors | 3,189 | | | | | | | | | | | | | | | | | | | |
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Less: 2011 LTIP RSUs awarded to eligible employees | | | | | | | | | | | | | | | | | | | | |
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Wireless operations | (392,719 | ) | | | | | | | | | | | | | | | | | | |
Software operations | (164,765 | ) | | | | | | | | | | | | | | | | | | |
Less: Restricted Stock awarded to non-executive members of the Board of Directors | (30,281 | ) | | | | | | | | | | | | | | | | | | |
Less: Short-Term Incentive Plan (“STIP”) common stock awarded to an eligible employee | (41,702 | ) | | | | | | | | | | | | | | | | | | |
Total equity securities available at December 31, 2013 | 1,720,752 | | | | | | | | | | | | | | | | | | | |
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2009 LTIP. On January 6, 2009, our Board of Directors approved a long-term incentive program (over a 48 month vesting period) that included a cash component and a stock component in the form of RSUs based upon achievement of expense reduction and earnings before interest, taxes, depreciation, amortization and accretion goals during our 2012 calendar year and continued employment with the Company. RSUs were granted under the 2004 Equity Plan pursuant to a Restricted Stock Unit Agreement. Our Board of Directors awarded a total of 338,834 RSUs to certain eligible employees and also approved that future cash dividends related to the existing RSUs would be set aside and paid in cash to each eligible employee when the RSUs are converted into shares of common stock. Any unvested RSUs granted under the Equity Plan and the related cash dividends were forfeited when the participant terminated employment with USA Mobility. As of December 31, 2012 a total of 80,104 RSUs had been forfeited resulting in an outstanding balance of 258,730 RSUs. |
We used the fair-value based method of accounting for the 2009 LTIP and amortized $3.1 million to expense over the 48-month vesting period. A total of $0.9 million and $0.7 million was included in stock based compensation expense for the years ended December 31, 2012 and 2011, respectively, in relation to the 2009 LTIP. |
Also on January 6, 2009, we provided for long-term cash performance awards to the same eligible employees under the 2009 LTIP. Similar to the RSUs, the vesting period for these long-term cash performance awards was 48 months upon attainment of the established performance goal. |
We recognized $3.0 million to expense over the 48-month vesting period. A total of $0.9 million and $0.7 million was included in payroll and related expense for the years ended December 31, 2012 and 2011, respectively, for these long-term cash performance awards. Any unvested long-term cash performance awards were forfeited when the participant terminated employment with USA Mobility. |
On December 31, 2012, the cash and equity awards under the 2009 LTIP vested when the pre-established performance goals were achieved. After the filing of the 2012 Annual Report on Form 10-K with the SEC, the Company converted 258,730 RSUs into shares of common stock under the 2004 Equity Plan on April 19, 2013 and paid $1.5 million in accumulated cash dividends earned on the RSUs to the eligible employees on April 26, 2013. The cash awards totaling $3.0 million under the 2009 LTIP were also paid to the eligible employees on April 26, 2013. These amounts were reflected in accounts payable and accrued liabilities and accrued compensation and benefits, respectively, as of December 31, 2012. |
2011 LTIP. On March 15, 2011, our Board of Directors adopted a long-term incentive program (over a 45 month vesting period) that included a stock component in the form of RSUs. The 2011 LTIP provides eligible employees the opportunity to earn RSUs based upon achievement of performance goals established by our Board of Directors for our revenue and operating cash flows (including software operations) during the period from January 1, 2011 through December 31, 2014 (the “performance period”), and continued employment with the Company. As it relates to software operations, the performance period is considered as April 1, 2011 through December 31, 2014. Our Board of Directors approved that future cash dividends related to the existing RSUs will be set aside and paid in cash to each eligible employee when the RSUs are converted into shares of common stock. Existing RSUs would be converted into shares of common stock on the earlier of a change in control of the Company (as defined in the 2004 Equity Plan for RSUs granted before May 16, 2012 or the 2012 Equity Plan for grants on or after May 16, 2012) or on or after the third business day following the day that we file our 2014 Annual Report on Form 10-K (“2014 Annual Report”) with the SEC but in no event later than December 31, 2015. Any unvested RSUs awarded under the 2011 LTIP and the related cash dividends are forfeited if the participant terminates employment with USA Mobility. |
On April 7, 2011, our Board of Directors granted 211,587 RSUs to eligible employees in our software operations under the 2004 Equity Plan pursuant to a Restricted Stock Agreement. The grant date fair value was $3.0 million (net of estimated forfeitures) based upon the closing price per share of our common stock of $15.68. In 2012, our Board of Directors awarded 122,673 RSUs to eligible employees with a grant date fair value of $1.3 million (net of estimated forfeitures). During 2012, 101,294 RSUs and the related cash dividends were forfeited with a related fair value of $1.4 million. The outstanding RSUs under the 2011 LTIP as of December 31, 2012 were 232,966 RSUs. |
On December 27, 2012, our Board of Directors approved a modification to the 2011 LTIP performance goals for revenue and operating cash flows during the performance period as the original award was not expected to vest. This modification affected 18 eligible employees in the software operations. As a result of reversing previously recognized compensation expense and recording compensation for the modified award, the Company recognized a benefit to stock based compensation expense of $0.2 million. We used the fair-value based method of accounting for the 2011 LTIP and are amortizing the remaining $1.6 million of the grant date fair value (net of estimated forfeitures) over the remaining vesting period. |
In 2013, our Board of Directors awarded 42,092 RSUs to eligible employees in the software operations under the 2011 LTIP with a grant date fair value of $0.5 million (net of estimated forfeitures). During 2013, 48,061 RSUs and the related cash dividends were forfeited with a related fair value of $0.5 million. As of December 31, 2013 there were 226,997 RSUs outstanding for the software operations. |
A total of $0.8 million, $0.1 million and $0.6 million was included in stock based compensation expense for the years ended December 31, 2013, 2012 and 2011, respectively, in relation to the 2011 LTIP for our software operations. In addition to the benefit for the modification of $0.2 million, stock based compensation expense for the year ended December 31, 2012 included a net benefit of $0.4 million for forfeitures under the 2011 LTIP associated with the departure of two former executives in our software operations. |
On January 22, 2013 (the grant date), our Board of Directors awarded 253,739 RSUs to eligible employees in the wireless operations under the 2011 LTIP. The Board of Directors granted these RSUs under the 2012 Equity Plan pursuant to a Restricted Stock Unit Agreement. The grant date fair value of the RSUs was $2.7 million (net of estimated forfeitures). During 2013, an additional 138,980 RSUs were awarded by our Board of Directors to an eligible employee with a grant date fair value of $2.0 million (net of estimated forfeitures). During 2013, 2,689 RSUs and the related cash dividends were forfeited with a related fair value of $26,000. As of December 31, 2013 there were 390,030 RSUs outstanding for the wireless operations. A total of $2.0 million was included in stock based compensation expense for the year ended December 31, 2013 in relation to the 2011 LTIP for our wireless operations. |
On December 13, 2013, our Board of Directors approved a modification to the 2011 LTIP performance goals for operating cash flows during the performance period. The original award was expected to vest, therefore, the modification had no impact on the grant date fair value. This modification affected 37 and 14 eligible employees in the software operations and wireless operations, respectively. |
The following table details activities with respect to outstanding RSUs under the 2011 LTIP for the year ended December 31, 2013: |
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| | Shares | | Weighted- | | Total Unrecognized Compensation Cost (net of estimated forfeitures) | | Weighted-Average | | | | | | | |
Average Grant | (In thousands) | Period Over Which | | | | | | | |
Date Fair Value | | Cost is Expected to | | | | | | | |
| | be Recognized | | | | | | | |
| | (In months) | | | | | | | |
Non-vested RSUs at January 1, 2013 | | 232,966 | | | $ | 11.2 | | | | | | | | | | | | |
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Granted | | 434,811 | | | 12.76 | | | | | | | | | | | | |
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Vested | | — | | | — | | | | | | | | | | | | |
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Forfeited | | (50,750 | ) | | 11.2 | | | | | | | | | | | | |
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Non-vested RSUs at December 31, 2013 | | 617,027 | | | $ | 12.3 | | | $ | 3,573 | | | 12 | | | | | | | |
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Board of Directors Compensation. On August 1, 2007, for periods of service beginning on July 1, 2007, our Board of Directors approved that, in lieu of RSUs, each non-executive director will be granted in arrears on the first business day following the quarter of service, restricted stock under the 2004 Equity Plan or the 2012 Equity Plan for their service on the Board of Directors and committees thereof. The restricted stock will be granted quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $40,000 per year of restricted stock ($50,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of a change in control of the Company (as defined in the 2004 Equity Plan for restricted stock granted before May 16, 2012 or the 2012 Equity Plan for grants on or after May 16, 2012) or one year from the date of grant, provided, in each case, that the non-executive director maintains continuous service on the Board of Directors. Future cash dividends related to the restricted stock will be set aside and paid in cash to each non-executive director on the date the restricted stock vests. In addition to the quarterly restricted stock grants, the non-executive directors will be entitled to cash compensation of $40,000 per year ($50,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable, at the election of the non-executive director, in the form of cash, shares of common stock, or any combination thereof. |
On July 23, 2013, for the period of service beginning on July 1, 2013, our Board of Directors approved a change in the non-executive directors’ compensation plan. The non-executive directors will receive restricted stock quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $60,000 per year of restricted stock ($70,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of a change in control of the Company (as defined in the 2012 Equity Plan) or one year from the date of grant, provided, in each case, that the non-executive director maintains continuous service on the Board of Directors. Future cash dividends related to the restricted stock will be set aside and paid in cash to each non-executive director on the date the restricted stock vests. The non-executive directors are required to hold shares of common stock and/or restricted stock equal to three times their annual cash compensation ($135,000 for each non-executive director and $165,000 for the Chair of the Audit Committee) as measured on June 30th of each year. Should the value of the non-executive director’s holdings fall below the established minimum, the non-executive director will be deemed in compliance with the requirement provided that the non-executive director retained shares equal to the total number of restricted stock granted during the preceding three years. All non-executive directors will have a three year grace period to reach this ownership threshold. In addition to the quarterly restricted stock grants, the non-executive directors will be entitled to cash compensation of $45,000 per year ($55,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable, at the election of the non-executive director, in the form of cash, shares of common stock, or any combination thereof. |
The following table details information on the restricted stock awarded to our non-executive directors during the three years ended December 31, 2013: |
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Service for the three months ended | Grant Date | | Price | | Restricted Stock Awarded | | Restricted Stock Vested or Forfeited(2) | | Vesting Date | | Restricted Stock Awarded and Outstanding(2) | | Cash Dividends Paid(3) |
Per |
Share(1) |
31-Dec-10 | January 3, 2011 | | $ | 17.77 | | | 2,955 | | | (2,955 | ) | | January 2, 2012 | | — | | | $ | 2,955 | |
|
31-Mar-11 | April 1, 2011 | | 14.48 | | | 3,627 | | | (3,627 | ) | | April 2, 2012 | | — | | | 3,627 | |
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30-Jun-11 | July 1, 2011 | | 15.26 | | | 3,439 | | | (3,439 | ) | | July 2, 2012 | | — | | | 3,439 | |
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30-Sep-11 | October 3, 2011 | | 13.2 | | | 3,979 | | | (3,979 | ) | | October 1, 2012 | | — | | | 3,482 | |
|
31-Dec-11 | January 3, 2012 | | 13.87 | | | 3,785 | | | (3,785 | ) | | January 2, 2013 | | — | | | 2,839 | |
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31-Mar-12 | April 2, 2012 | | 13.93 | | | 3,769 | | | (3,769 | ) | | April 1, 2013 | | — | | | 2,356 | |
|
30-Jun-12 | July 2, 2012 | | 12.86 | | | 4,084 | | | (4,084 | ) | | July 1, 2013 | | — | | | 2,042 | |
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30-Sep-12 | October 1, 2012 | | 11.87 | | | 5,263 | | | (5,263 | ) | | October 1, 2013 | | — | | | 2,211 | |
|
31-Dec-12 | January 2, 2013 | | 11.68 | | | 5,350 | | | (856 | ) | | | | 4,494 | | | — | |
|
31-Mar-13 | April 1, 2013 | | 13.27 | | | 4,712 | | | (754 | ) | | | | 3,958 | | | — | |
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30-Jun-13 | July 1, 2013 | | 13.57 | | | 4,606 | | | (737 | ) | | | | 3,869 | | | — | |
|
30-Sep-13 | October 1, 2013 | | 14.16 | | | 6,266 | | | — | | | | | 6,266 | | | — | |
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Total | | | | | 51,835 | | | (33,248 | ) | | | | 18,587 | | | $ | 22,951 | |
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(1) | The quarterly restricted stock awarded is based on the price per share of our common stock on the last trading day prior to the quarterly award date. | | | | | | | | | | | | | | | | | | | |
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(2) | Amount includes forfeitures of 3,189 restricted stock resulting from a director's voluntary resignation from the Board. | | | | | | | | | | | | | | | | | | | |
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(3) | Amount excludes interest earned and paid upon vesting of shares of restricted stock. | | | | | | | | | | | | | | | | | | | |
The shares of restricted stock will vest one year from the date of grant and the related cash dividends on the vested restricted stock will be paid to our non-executive directors at vesting. Grants of shares of restricted stock made after May 16, 2012 will reduce the number of shares eligible for future issuance under the 2012 Equity Plan. |
We use the fair-value based method of accounting for the equity awards. A total of $0.2 million was included in stock based compensation expense for each of the years ended December 31, 2013, 2012 and 2011 in relation to the restricted stock granted to our non-executive directors. |
Board of Directors Common Stock. No directors have elected common stock in lieu of cash payments for their services during the years ended December 31, 2013, 2012 and 2011. |
The following table reflects the stock based compensation expense for the awards under the Equity Plans: |
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| For the Year Ended December 31, | | | | | | | | | |
Equity Awards | 2013 | | 2012 | | 2011 | | | | | | | | | |
| (Dollars in thousands) | | | | | | | | | |
2009 LTIP | $ | — | | | $ | 897 | | | $ | 733 | | | | | | | | | | |
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2011 LTIP - Wireless Operations | 2,046 | | | — | | | — | | | | | | | | | | |
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2011 LTIP - Software Operations | 777 | | | 117 | | | 587 | | | | | | | | | | |
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Board of Directors Compensation | 222 | | | 210 | | | 210 | | | | | | | | | | |
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Total stock based compensation | $ | 3,045 | | | $ | 1,224 | | | $ | 1,530 | | | | | | | | | | |
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The 2009 LTIP vested on December 31, 2012, as such, no stock based compensation expense was incurred in 2013. The 2011 LTIP was awarded to the eligible employees in the wireless operations effective for January 1, 2013, which resulted in an increase in stock based compensation expense in 2013. Stock based compensation expense for the year ended December 31, 2012 in software operations reflects the net benefit of $0.6 million due to forfeitures under the 2011 LTIP and the modification to the performance goals under the 2011 LTIP. |