Share-Based Compensation Plan | 6 Months Ended |
Jun. 30, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
SHARE-BASED COMPENSATION PLAN | ' |
Share-Based Compensation Plan |
The Company maintains the 2009 Equity Incentive Plan, as amended (the "Plan") to attract and retain independent trustees, executive officers and other key employees and service providers. The Plan provides for the grant of options to purchase common shares, share awards, share appreciation rights, performance units and other equity-based awards. Share awards under the Plan vest over a period determined by the Board of Trustees, generally over three to five years, with certain awards vesting over periods of up to six years. The Company pays or accrues for dividends on share-based awards. All share awards are subject to full or partial accelerated vesting upon a change in control and upon death or disability or certain other employment termination events as set forth in the award agreements. As of June 30, 2014, there were 940,553 common shares available for issuance under the Plan. |
Service Condition Share Awards |
From time to time, the Company awards restricted shares under the Plan to members of the Board of Trustees, officers and employees. These shares generally vest over three to five years based on continued service or employment. |
The following table provides a summary of service condition restricted share activity as of June 30, 2014: |
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| Shares | | Weighted-Average | | | | | |
Grant Date | | | | | |
Fair Value | | | | | |
Unvested at January 1, 2014 | 147,881 | | | $ | 24.59 | | | | | | |
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Granted | 44,322 | | | $ | 30.11 | | | | | | |
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Vested | (62,047 | ) | | $ | 23.12 | | | | | | |
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Forfeited | — | | | $ | — | | | | | | |
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Unvested at June 30, 2014 | 130,156 | | | $ | 27.17 | | | | | | |
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The fair value of each of these service condition restricted share awards is determined based on the closing price of the Company’s common shares on the grant date and compensation expense is recognized on a straight-line basis over the vesting period. For the three and six months ended June 30, 2014, the Company recognized approximately $0.4 million and $0.7 million, respectively, of share-based compensation expense related to these service condition restricted shares in the consolidated statements of operations. For the three and six months ended June 30, 2013 the Company recognized approximately $0.4 million and $0.8 million, respectively, of share-based compensation expense related to these service condition restricted shares in the consolidated statements of operations. As of June 30, 2014, there was $2.9 million of total unrecognized share-based compensation expense related to unvested restricted shares. The unrecognized share-based compensation expense is expected to be recognized over the weighted-average remaining vesting period of 2.9 years. |
Performance-Based Equity Awards |
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On February 8, 2012, the Board of Trustees approved a target award of 72,056 performance-based equity awards to officers and employees of the Company. These awards vest on January 1, 2015. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award (except for 12,048 target awards to non-executive management employees which have no maximum) and will be determined in 2015 based on three performance criteria as defined in the agreements for the period of performance from January 1, 2012 through December 31, 2014. |
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On January 30, 2013, the Board of Trustees approved a target award of 72,118 performance-based equity awards to officers and employees of the Company. These awards vest on January 1, 2016. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award (except for 11,753 target awards to non-executive management employees which have no maximum) and will be determined in 2016 based on three performance criteria as defined in the agreements for the period of performance from January 1, 2013 through December 31, 2015. |
On December 13, 2013, the Board of Trustees approved a target award of 252,088 performance-based equity awards to officers and employees of the Company. The awards vest ratably on January 1, 2016, 2017, 2018, 2019 and 2020. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award and will be determined on each vesting date based upon the two performance criteria as defined in the agreements for the period of performance beginning on the grant date and ending on the applicable vesting date. |
On February 4, 2014, the Board of Trustees approved a target award of 66,483 performance-based equity awards to officers and employees of the Company. These awards vest on January 1, 2017. The actual number of common shares that ultimately vest will range from 0% to 200% of the target award (except for 12,261 target awards to non-executive management employees which have no maximum) and will be determined in 2017 based on three performance criteria as defined in the agreements for the period of performance from January 1, 2014 through December 31, 2016. |
The grant date fair value of the performance awards were determined using a Monte Carlo simulation method with the following assumptions: |
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Performance Award Grant Date | | Percentage of Total Award | | Grant Date Fair Value by Component ($ in millions) | | Volatility | | Interest Rate | | Dividend Yield |
8-Feb-12 | | | | | | | | | | |
| Relative Total Shareholder Return(1) | | 30.00% | | $0.70 | | 33.00% | | 0.34% | | 2.20% |
| Absolute Total Shareholder Return (1) | | 30.00% | | $0.60 | | 33.00% | | 0.34% | | 2.20% |
| EBITDA Comparison (2) | | 40.00% | | $0.70 | | 33.00% | | 0.34% | | 2.20% |
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30-Jan-13 | | | | | | | | | | |
| Relative Total Shareholder Return (1) | | 30.00% | | $0.70 | | 31.00% | | 0.41% | | 2.20% |
| Absolute Total Shareholder Return (1) | | 30.00% | | $0.50 | | 31.00% | | 0.41% | | 2.20% |
| EBITDA Comparison (2) | | 40.00% | | $0.70 | | 31.00% | | 0.41% | | 2.20% |
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13-Dec-13 | | | | | | | | | | |
| Relative Total Shareholder Return (1) | | 50.00% | | $4.70 | | 29.00% | | 0.34% - 2.25% | | 2.40% |
| Absolute Total Shareholder Return (1) | | 50.00% | | $2.90 | | 29.00% | | 0.34% - 2.25% | | 2.40% |
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4-Feb-14 | | | | | | | | | | |
| Relative Total Shareholder Return (1) | | 30.00% | | $0.70 | | 29.00% | | 0.62% | | 2.40% |
| Absolute Total Shareholder Return (1) | | 30.00% | | $0.50 | | 29.00% | | 0.62% | | 2.40% |
| EBITDA Comparison (2) | | 40.00% | | $0.80 | | 29.00% | | 0.62% | | 2.40% |
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(1) The Relative Total Shareholder Return and Absolute Total Shareholder Return are market conditions as defined by ASC 718. |
(2) The EBITDA Comparison component is a performance condition as defined by ASC 718, and therefore, compensation expense related to this component will be reassessed at each reporting date to determine whether achievement of the target performance condition is probable, and the accrual of compensation expense will be adjusted as appropriate. |
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Dividends on unvested performance-based equity awards accrue over the vesting period and will be paid on the actual number of shares that vest at the end of the applicable period. The Company recognizes compensation expense on a straight-line basis through the vesting date. As of June 30, 2014, there was approximately $11.1 million of unrecognized compensation expense related to these performance-based equity awards which will be recognized over the weighted-average remaining vesting period of 2.9 years. For the three and six months ended June 30, 2014, the Company recognized $1.1 million and $2.7 million, respectively, in expense related to these awards. For the three and six months ended June 30, 2013, the Company recognized $0.5 million and $0.9 million, respectively, in expense related to these awards. |
Long-Term Incentive Partnership Units |
LTIP units, which are also referred to as profits interest units, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. LTIP units are a class of partnership unit in the Operating Partnership and receive, whether vested or not, the same per-unit profit distributions as the other outstanding units in the Operating Partnership, which equal per-share distributions on common shares. LTIP units are allocated their pro-rata share of the Company's net income (loss). Vested LTIP units may be converted by the holder, at any time, into an equal number of common Operating Partnership units and thereafter will possess all of the rights and interests of a common Operating Partnership unit, including the right to redeem the common Operating Partnership unit for a common share in the Company or cash, at the option of the Operating Partnership. |
As of June 30, 2014, the Operating Partnership had two classes of LTIP units, LTIP Class A and LTIP Class B units, all of which are held by officers of the Company. |
LTIP Class A units were granted to executives of the Company concurrent with completion of the Company's initial public offering in December 2009. These LTIP units vest ratably on each of the first five anniversaries of their dates of grant and were valued at $8.50 per LTIP unit at the date of grant using a Monte Carlo simulation method model. |
On December 13, 2013, the Board of Trustees approved a grant of 226,882 LTIP Class B units to executive officers of the Company. The LTIP units are subject to time-based vesting in five equal installments beginning January 1, 2016 and ending on January 1, 2020. The fair value of each award was determined based on the closing price of the Company’s common shares on the grant date of $29.19 per unit. The aggregate grant date fair value of the LTIP Class B units was $6.6 million. |
As of June 30, 2014, the Company had 607,991 LTIP units outstanding. All LTIP units will vest upon a change in control. As of June 30, 2014, of the 607,991 units outstanding, 195,290 LTIP units have vested, all of which were LTIP Class A units. |
For the three and six months ended June 30, 2014, the Company recognized $0.7 million and $1.3 million, respectively, in expense related to these units. For the three and six months ended June 30, 2013, the Company recognized $0.4 million and $0.8 million, respectively, in expense related to these units. As of June 30, 2014, there was $6.7 million of total unrecognized share-based compensation expense related to LTIP units. This unrecognized share-based compensation expense is expected to be recognized over the weighted-average remaining vesting period of 2.5 years. The aggregate expense related to the LTIP unit grants is presented as non-controlling interest in the Company’s consolidated balance sheets. |