Note 12 - Stock Plans | 12 Months Ended |
Dec. 31, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
12. Stock Plans |
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The current equity compensation plan that has been approved by the Company’s stockholders is its 2004 Equity Incentive Plan. The Company does not have any equity compensation plans under which equity awards are outstanding or may be granted that have not been approved by its stockholders. |
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The USA Truck, Inc. 2004 Equity Incentive Plan provides for the granting of incentive or nonqualified options or other equity-based awards covering up to 1,100,000 shares of common stock to directors, officers and other key team members. On the day of each annual meeting of stockholders of the Company for a period of nine years, which commenced with the annual meeting of stockholders in 2005 and will end with the annual meeting of stockholders in 2013, the maximum number of shares of common stock that is available for issuance under the Plan is automatically increased by that number of shares equal to the lesser of 25,000 shares or such lesser number of shares (which may be zero or any number less than 25,000) as determined by the Board. No options were granted under this plan for less than the fair market value of the common stock as defined in the plan at the date of the grant. Although the exercise period is determined when options are granted, no option may be exercised later than 10 years after it is granted. Options granted under this plan generally vest ratably over three to five years. The option price under this plan is the fair market value of the Company’s common stock at the date the options were granted. |
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At December 31, 2013, 584,211 shares were available for granting future options or other equity awards under this plan. The Company issues new shares upon the exercise of stock options. |
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Compensation cost recognized in 2013 and 2012 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006 and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006. The compensation cost is based on the grant-date fair value calculated using a Black-Scholes-Merton option-pricing formula and is recognized over the vesting period. |
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Compensation expense related to incentive and nonqualified stock options granted under the Company’s plans is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations. The amount of compensation expense recognized, net of forfeiture recoveries, is reflected in the table below for the years indicated. |
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| | (in thousands) | | | | | | | | | |
| | Year Ended December 31, | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | |
Compensation expense | | $ | 54 | | | $ | 67 | | | | | | | | | |
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On January 28, 2009, the Executive Compensation Committee of the Board of Directors of the Company approved the USA Truck, Inc. Executive Team Incentive Plan. The Executive Team Incentive Plan consists of cash and equity incentive awards. The cash incentives will be awarded upon the achievement of predetermined results in designated performance measurements, which will be identified by the Committee on an annual basis. Executive Team Incentive Plan participants will be paid a cash percentage of their base salaries corresponding with the level of results achieved. As determined by the Committee on an annual basis, Executive Team Incentive Plan participants are also eligible for an annual Equity Incentive Award consisting of Company common stock, issued under the 2004 Equity Incentive Plan. The Equity Incentive Awards will consist of a combination of Restricted Stock Awards (“RSAs”) and Incentive Stock Options (“ISOs”). The value of the equity award to each participant will be granted fifty percent in the form of RSAs and fifty percent in the form of ISOs, as defined. To the extent options fail to qualify as “incentive stock options” under IRS regulations, they will be non-qualified stock options. Annual awards approved by the Committee will be granted quarterly and will vest one-third each year on August 1, beginning the year following the year in which the shares are awarded. On January 26, 2011 and February 6, 2012, the Committee approved the granting of the annual awards for 2011 and 2012, respectively, under this plan. There were no grants made under this plan during 2013. |
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The following grants were made in accordance with the terms of the Executive Team Incentive Plan for the years indicated. |
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Grant Date | | Restricted Shares (1) | | | Number of Shares Under Options (1) | | | Grant Price (2) | | | | | |
2013 | | | | | | | | | | | | | | | | |
1-Feb | | | -- | | | | -- | | | | -- | | | | | |
2-May | | | -- | | | | -- | | | | -- | | | | | |
1-Aug | | | -- | | | | -- | | | | -- | | | | | |
1-Nov | | | -- | | | | -- | | | | -- | | | | | |
2012 | | | | | | | | | | | | | | | | |
1-Feb | | | 240 | | | | 481 | | | $ | 8.94 | | | | | |
2-May | | | 310 | | | | 623 | | | | 6.91 | | | | | |
1-Aug | | | 512 | | | | 1,240 | | | | 4.18 | | | | | |
1-Nov | | | 743 | | | | 2,655 | | | | 2.88 | | | | | |
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| -1 | Net of forfeited shares. | | | | | | | | | | | | | | |
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| -2 | The shares were valued at the closing price of the Company’s common stock on the dates of awards. | | | | | | | | | | | | | | |
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Information related to option activity for the year ended December 31, 2013 is as follows: |
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| | Number of Options | | | Weighted-Average Exercise Price | | | Weighted-Average Remaining Contractual Life (in years) | | | Aggregate Intrinsic Value (1) | |
Outstanding - beginning of year | | | 112,151 | | | $ | 12.54 | | | | | | | | | |
Granted (2) | | | 42,910 | | | | 4.83 | | | | | | | | | |
Exercised | | | (1,398 | ) | | | 4.27 | | | | | | | $ | 9,780 | |
Cancelled/forfeited | | | (12,833 | ) | | | 6.46 | | | | | | | | | |
Expired | | | (30,959 | ) | | | 15.55 | | | | | | | | | |
Outstanding at December 31, 2013 | | | 109,871 | | | $ | 9.49 | | | | 4.6 | | | $ | 491,723 | |
Exercisable at December 31, 2013 | | | 53,186 | | | $ | 13.4 | | | | 1.2 | | | $ | 63,414 | |
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| -1 | The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The per share market value of the Company’s common stock, as determined by the closing price on December 31, 2013 (the last trading day of the fiscal year), was $13.38. During the year ended December 31, 2013, the intrinsic value for options exercised was $9,780. No options were exercised in 2012. | | | | | | | | | | | | | | |
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| -2 | The weighted-average grant date fair value of options granted during 2013 and 2012 was $1.75 and $2.43, respectively. | | | | | | | | | | | | | | |
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The exercise price, number, weighted-average remaining contractual life of options outstanding and the number of options exercisable as of December 31, 2013 are as follows: |
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Exercise | | | Number of Options Outstanding | | | Weighted-Average Remaining Contractual Life (in years) | | | Number of Options Exercisable | | | |
Price | | |
$ | 2.88 | | | | 2,655 | | | | 3.7 | | | | | | | |
| 4.18 | | | | 1,240 | | | | 3.7 | | | | | | | |
| 4.83 | | | | 42,910 | | | | 9.1 | | | | | | | |
| 6.91 | | | | 623 | | | | 3.7 | | | | | | | |
| 8.94 | | | | 6,211 | | | | 3.1 | | | | | | | |
| 9.03 | | | | 3,653 | | | | 2.2 | | | | | | | |
| 11.19 | | | | 5,715 | | | | 0.8 | | | | | | | |
| 12.11 | | | | 7,041 | | | | 2.2 | | | | | | | |
| 12.2 | | | | 4,745 | | | | 2.2 | | | | | | | |
| 12.21 | | | | 4,638 | | | | 1.3 | | | | | | | |
| 12.52 | | | | 6,483 | | | | 2.2 | | | | | | | |
| 13.61 | | | | 2,999 | | | | 1.3 | | | | | | | |
| 13.88 | | | | 4,493 | | | | 0.8 | | | | | | | |
| 14.18 | | | | 3,351 | | | | 0.8 | | | | | | | |
| 14.5 | | | | 4,172 | | | | 0.8 | | | | | | | |
| 16.49 | | | | 2,653 | | | | 1.3 | | | | | | | |
| 18.58 | | | | 2,889 | | | | 1.3 | | | | | | | |
| 22.54 | | | | 3,400 | | | | 0.3 | | | | | | | |
| 30.22 | | | | -- | | | | 0 | | | | | | | |
| | | | | 109,871 | | | | 4.6 | | | | 53,186 | | | |
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The following assumptions were used to value the stock options granted during the years indicated: |
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| | 2013 | | | 2012 | | | | | | | |
Dividend yield | | | 0 | % | | | | | 0 | % | | | | | | |
Expected volatility | | | 35.6 | % | | | 29.8 | – | 64 | % | | | | | | |
Risk-free interest rate | | | 1.2 | % | | | 0.5 | – | 0.7 | % | | | | | | |
Expected life (in years) | | | 6.25 | | | | 3.75 | – | 4.25 | | | | | | | |
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The expected volatility is a measure of the expected fluctuation in our share price based on the historical volatility of our stock. Expected life represents the length of time we anticipate the options to be outstanding before being exercised. The risk-free interest rate is based on an implied yield on United States zero-coupon treasury bonds with a remaining term equal to the expected life of the outstanding options. In addition to the above, we also include a factor for anticipated forfeitures, which represents the number of shares under options expected to be forfeited over the expected life of the options. |
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The fair value of stock options and restricted stock that vested during the year is as follows for the years indicated. |
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| | (in thousands) | | | | | | | | | |
| | Year Ended December 31, | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | |
Stock options | | $ | 60 | | | $ | 177 | | | | | | | | | |
Restricted stock | | | 144 | | | | 57 | | | | | | | | | |
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The compensation expense recognized is based on the market value of the Company’s common stock on the date the restricted stock award is granted and is not adjusted in subsequent periods. The amount recognized is amortized over the vesting period. Compensation expense is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations, and the amount recognized, net of forfeiture recoveries, is reflected in the table below for the years indicated. |
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| | (in thousands) | | | | | | | | | |
| | Year Ended December 31, | | | | | | | | | |
| | 2013 | | | 2012 | | | | | | | | | |
Compensation expense | | $ | 161 | | | $ | 65 | | | | | | | | | |
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On July 16, 2008, the Executive Compensation Committee of the Board of Directors of the Company, pursuant to the 2004 Equity Incentive Plan, granted thereunder awards totaling 200,000 restricted shares of the Company’s common stock to certain officers of the Company. The grants were made effective as of July 18, 2008 and were valued at $12.13 per share, which was the closing price of the Company’s common stock on the NASDAQ Stock Market on that date. Each officer’s restricted shares of common stock will vest in varying amounts over the ten year period beginning April 1, 2011, subject to the Company’s attainment of defined retained earnings growth. Management must attain an average five-year trailing retained earnings annual growth rate of 10.0% (before dividends) in order for the shares to qualify for full vesting (pro rata vesting will apply down to 50.0% at a 5.0% annual growth rate). Any shares that fail to vest as a result of the Company’s failure to attain a performance goal will forfeit and result in the recovery of the previously recorded expense. These forfeited shares will revert to the 2004 Equity Incentive Plan where they will remain available for grants under the terms of that Plan until that Plan expires in 2014. During the second quarter of 2011, management determined that the performance criteria would not be met for the shares that were scheduled to vest on April 1, 2012 and April 1, 2013. At that time, these shares were deemed forfeited and recorded as Treasury Stock. During the first quarter of 2013, management determined that it is probable that the performance criteria would not be met for the shares that were scheduled to vest on April 1, 2014, April 1, 2015 and April 1, 2016. During the fourth quarter of 2013, management determined that it is probable that the performance criteria would not be met for the shares that were scheduled to vest on April 1, 2017. Accordingly, the shares remain outstanding until their scheduled vesting dates, at which time their forfeitures become effective and the shares revert to the 2004 Equity Incentive Plan. |
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The table below sets forth the information relating to the forfeitures of these shares. |
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July 16, 2008 Restricted Stock Award Forfeitures | | | | | | |
Scheduled Vest Date | Date Deemed Forfeited and Recorded as Treasury Stock | | Shares Forfeited | | | Expense Recovered | | Date Shares Returned to Plan | | | | | | |
(in thousands) | (in thousands) | | | | | | |
1-Apr-11 | 30-Sep-10 | | | 9 | | | $ | 70 | | 1-Apr-11 | | | | | | |
1-Apr-12 | 30-Sep-11 | | | 8 | -1 | | | 66 | | 1-Apr-12 | | | | | | |
1-Apr-13 | 30-Sep-11 | | | 15 | (1)(2) | | | 101 | | 1-Apr-13 | | | | | | |
1-Apr-14 | 28-Feb-13 | | | 9 | -3 | | | 78 | | 1-Apr-14 | | | | | | |
1-Apr-15 | 28-Feb-13 | | | 9 | -3 | | | 65 | | 1-Apr-15 | | | | | | |
1-Apr-16 | 28-Feb-13 | | | 9 | -3 | | | 56 | | 1-Apr-16 | | | | | | |
1-Apr-17 | 31-Dec-13 | | | 7 | | | | 44 | | 1-Apr-17 | | | | | | |
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| -1 | In October 2011, in connection with the termination of employment of a recipient, the forfeiture relating to approximately 2,000 shares scheduled to vest on April 1, 2012 and 2,000 shares scheduled to vest on April 1, 2013, included herein, became effective. Accordingly, these shares were removed from Treasury Stock at December 31, 2011. In addition, in connection with the termination of a recipient's employment, the forfeiture relating to approximately 2,000 shares scheduled to vest on April 1, 2012 and 2,000 shares scheduled to vest on April 1, 2013, included herein, became effective in January 2012. Accordingly, these shares were removed from Treasury Stock at January 31, 2012. | | | | | | | | | | | | | | |
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| -2 | In December 2012, in connection with the termination of employment of a recipient, the forfeiture relating to approximately 2,000 shares scheduled to vest on April 1, 2013, included herein, became effective. Accordingly, these shares were removed from Treasury Stock at December 31, 2012. | | | | | | | | | | | | | | |
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| -3 | In December 2013, in connection with the termination of employment of a recipient, the forfeiture relating to approximately 6,291 shares scheduled to vest on April 1, 2014, 2015 and 2016, included herein, became effective. Accordingly, these shares were removed from Treasury Stock at December 31, 2013. | | | | | | | | | | | | | | |
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Information related to the restricted stock awarded under the 2004 Equity Incentive Plan for the year ended December 31, 2013, is as follows: |
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| | Number of Shares | | | Weighted-Average Grant Date Fair Value (1) | | | | | | | | | |
Nonvested shares – December 31, 2012 | | | 113,458 | | | $ | 10.35 | | | | | | | | | |
Granted | | | 156,176 | | | | 5.21 | | | | | | | | | |
Forfeited | | | (45,965 | ) | | | 9.12 | | | | | | | | | |
Vested | | | (24,050 | ) | | | 5.41 | | | | | | | | | |
Nonvested shares – December 31, 2013 | | | 199,619 | | | $ | 7.2 | | | | | | | | | |
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(1) The shares were valued at the closing price of the Company’s common stock on the dates of the awards. |
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Information set forth in the following table is related to stock options and restricted stock as of December 31, 2013. |
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| | (in thousands, except weighted average data) | | | | | | | | | |
| | Stock Options | | | Restricted Stock | | | | | | | | | |
Unrecognized compensation expense | | $ | 44 | | | $ | 597 | | | | | | | | | |
Weighted average period over which unrecognized compensation expense is to be recognized (in years) | | | 2.2 | | | | 3.1 | | | | | | | | | |
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On January 30, 2013, the Executive Compensation Committee of the Company’s Board of Directors approved grants of Restricted Stock Awards (“RSAs”) to certain officers and employees of the Company in an amount equal to a percentage of the recipient’s annual salary. The value of the RSAs was based on the closing price of the Company’s common stock on the NASDAQ Stock Market on the date of grant, February 1, 2013 ($4.98), and a total of 36,961 restricted shares were issued. The shares were issued from the Company’s 2004 Equity Incentive Plan. The RSAs will vest one-fourth each year beginning February 1, 2014, conditioned on continued employment and certain other forfeiture provisions. In addition, the Executive Compensation Committee approved the USA Truck, Inc. 2013 Management Bonus Plan. Plan participants, consisting of executive and other key management personnel, will be paid a cash percentage and an equity percentage of their base salaries (payable in restricted stock), corresponding with the achievement of certain levels of consolidated 2013 pretax income. No bonus payments were made or accrued under this plan. |
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On February 15, 2013, in connection with his appointment as President and Chief Executive Officer, Mr. John M. Simone was awarded 75,000 shares of restricted stock, with a grant date of February 18, 2013, to vest in equal 25% installments over four years, beginning February 18, 2014. He was also awarded 42,910 non-qualified stock options with an exercise price of $4.83, which was the closing price of the Company’s common stock on the NASDAQ Stock Market on February 19, 2013, the first trading day following the date of grant, to vest in equal 25% installments over four years, beginning February 18, 2014. Both awards are conditioned on continued employment and certain other forfeiture provisions. |
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On May 8, 2013, the Executive Compensation Committee of the Company’s Board of Directors granted RSAs to each non-employee member of the Company’s Board of Directors. The awards were part of a change in such directors’ compensation plan, which included an elimination of directors’ Board meeting fees. The value of the RSAs was based on the closing price of the Company’s common stock on the NASDAQ Stock Market on the date of the grant, May 8, 2013 ($6.00), and a total of 30,830 restricted shares were awarded. The shares were granted from the Company’s 2004 Equity Incentive Plan. The RSAs will vest upon the date of the 2014 Annual Shareholders’ Meeting. |
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During 2013, the Executive Compensation Committee of the Company’s Board of Directors approved grants of RSAs to certain newly hired officers and employees of the Company in an amount equal to a percentage of the respective recipient’s annual salary. The value of the RSAs was based on the closing price of the Company’s common stock on the NASDAQ Stock Market on the dates of grant for each recipient. For the year ended December 31, 2013, a total of 13,385 restricted shares were issued from the Company’s 2004 Equity Incentive Plan pursuant to such grants. The RSAs will vest in one-fourth increments on the anniversary date of the date of grant each year, conditioned on continued employment and certain other forfeiture provisions. |
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On October 30, 2013, the Executive Compensation Committee of the Board of Directors (the “Compensation Committee”) of USA Truck, Inc. (the “Company”) approved a retention bonus plan (the “Retention Bonus Plan”) and a change in control/severance plan (the “Management Severance Plan”) for certain of the Company’s officers and members of its management team. The Compensation Committee has determined that it is appropriate to adopt the Retention Bonus Plan and the Management Severance Plan as a means of assuring the continued focus of the new and expanded management team that is critical to the successful execution of the Company’s turnaround strategy, and mitigating any uncertainty regarding future employment resulting from Knight Transportation, Inc.’s unsolicited proposal to acquire the Company and its ongoing efforts to disrupt the Company’s turnaround. |
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Each participant in the Retention Bonus Plan, with the exception of Mr. Simone, is eligible to receive a one-time, cash bonus that is equal to a percentage of the participant’s annualized base salary determined as of the date of adoption of the Retention Bonus Plan. The percentages range from 6.25% to 25% of annualized base salary. Mr. Simone is eligible to receive a retention bonus equal to 25% of his annualized base salary plus an additional $150,000, of which $50,000 was paid to him in December 2013. All other payments under the Retention Bonus Plan will be paid on or about April 11, 2014 (the “Payment Date”) to those plan participants employed as of October 30, 2013, that remain employed with the Company through and as of the Payment Date. If a participant in the Retention Bonus Plan voluntarily terminates his employment at any time after receipt of a payment under the Retention Bonus Plan and before the one-year anniversary of the adoption of the Retention Bonus Plan, or October 30, 2014, the plan participant will be required to repay his or her retention bonus award to the Company. |
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The Management Severance Plan provides that the plan participants will enter into substantially identical Change in Control/Severance Agreements (each, a “Severance Agreement”) and will be entitled to certain severance benefits thereunder if (i) following adoption of the Management Severance Plan, a participant is terminated by the Company without “cause” (as defined in the Severance Agreement) other than in connection with or following a “change in control” (as defined in the Severance Agreement) (the “Severance Benefit”) or (ii) in the event of and for the twelve-month period following a “change in control,” the Company or its successor terminates a participant’s employment without “cause” or the participant is subject to a “constructive termination” (as defined in the Severance Agreement) (the “Change-in-Control Benefit”). The Management Severance Plan provides that the Severance Benefit and the Change-in-Control Benefit are mutually exclusive and a plan participant would not be entitled to both benefits. |
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With respect to the Severance Benefit, plan participants will be entitled to receive a monthly severance payment equal to the participant’s base monthly salary at the time of termination without “cause” for a fixed period of time ranging from six months to twelve months. |
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On February 25, 2014, the Executive Compensation Committee approved the USA Truck, Inc. 2014 Management Bonus Plan. Plan participants, consisting of executive and other key management personnel, will be paid a cash percentage and an equity percentage of their base salaries (payable in restricted stock), corresponding with the achievement of certain levels of consolidated 2014 pretax income. |
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On February 25, 2014, the Company’s Board of Directors adopted the USA Truck, Inc. 2014 Omnibus Incentive Plan (the “Incentive Plan”) and recommended that it be submitted to the Company’s stockholders for their approval at the Annual Meeting of Stockholders (the “Annual Meeting”), scheduled for May 23, 2014. If approved by the stockholders, the Incentive Plan will be effective as of the date of the Annual Meeting. The Incentive Plan is intended to replace the 2004 Equity Incentive Plan, which expires on May 5, 2014. If the Incentive Plan is approved by the stockholders, no further awards would be made after such date under the 2004 Equity Incentive Plan. |