STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2015 |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 9 – STOCK-BASED COMPENSATION |
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The following is a summary of our stock-based compensation expense for the three- month periods ended March 31, 2015 and 2014, respectively: |
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| | Three Months Ended | | | | | | | | | | | | | | |
March 31, | | | | | | | | | | | | | |
| | 2015 | | | 2014 | | | | | | | | | | | | | | |
| | (in thousands) | | | | | | | | | | | | | | |
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Stock-based compensation expense | | $ | 1,610 | | | $ | 2,263 | | | | | | | | | | | | | | |
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Restricted Stock and Restricted Stock Units |
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Restricted stock and restricted stock units (“RSUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. The restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. We expense the cost of these awards ratably over their vesting period. |
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On December 31, 2013, we granted 213,741 RSUs to employees. The RSUs vest ratably over the three year period ending December 31, 2016, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. In December 2014, 71,247 shares of restricted stock vested and were distributed to employees. |
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On January 1, 2014, we granted 122,137 RSUs to employees. The RSUs vest on December 31, 2016, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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On March 31, 2015, we granted 123,693 RSUs to employees. The RSUs vest on December 31, 2017, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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Performance Restricted Stock Units |
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Performance restricted stock units (“PRSUs”) are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs awarded in January 2011, January 2013, December 2013 and January 2014 have varying degrees of performance requirements to achieve vesting, and each PRSU award represents the right to a variable number of shares of common stock based on performance and related dividend equivalents based on dividends paid to stockholders during the applicable performance period. The vesting requirements are based on either the (i) total shareholders return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index. We expense the cost of these awards ratably over their service period. |
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Prior to vesting and distribution of shares, ownership of the PRSUs cannot be transferred. The dividends on the PRSUs accumulate and if vested are paid when the shares are distributed to the employee. |
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2011 PRSU Grant (for Performance Periods 2011 through 2013) |
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In January 2011, we awarded PRSUs to employees, including: (i) 279,552 multi-year absolute TSR PRSUs and (ii) 93,183 multi-year relative TSR PRSUs. On January 1, 2013, we awarded to employees 124,244 annual TSR PRSUs for the year ended December 31, 2013 (“2013 Annual TSR PRSUs”). |
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2013 Annual TSR PRSUs |
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The TSR goal for the 2013 Annual TSR PRSUs was achieved at the high level and 124,244 shares vested and were distributed to the employees in January 2014. |
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Multi-year TSR PRSUs (for the 2011- 2013 Performance Period) |
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The number of shares earned under the multi-year TSR PRSUs depended generally on the level of achievement of TSR for the three years ended December 31, 2013. In January 2014, our Board of Directors reviewed the performance and determined the performance targets were met at the high level. The multi-year TSR PRSUs vested 25% on the last day of each calendar quarter in 2014, and were distributed in 2014. |
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Multi-year Relative TSR PRSUs (for the 2011- 2013 Performance Period) |
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The number of shares earned under the multi-year relative TSR PRSUs depended generally on the level of achievement of TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index for the three-years ended December 31, 2013. In January 2014, our Board of Directors reviewed the performance and determined the performance targets were met at the high level. The multi-year relative TSR PRSUs vested 25% on the last day of each calendar quarter in 2014 and were distributed in 2014. |
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December 31, 2013 PRSU Grant (for 2013- 2016 Performance Periods) |
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In December 2013, we awarded six types of PRSUs to employees: (i) 77,371 PRSUs that vest based on TSR for the one year period starting December 31, 2013 and ending December 31, 2014 (“2014 Transition TSR PRSUs”), (ii) 77,369 PRSUs that vest based on the TSR for the two year period starting December 31, 2013 and ending December 31, 2015 (“2015 Transition TSR PRSUs”), (iii) 115,785 PRSUs that vest based on TSR for the three year period starting December 31, 2013 and ending December 31, 2016 (“2016 Transition TSR PRSUs”), (iv) 77,371 PRSUs that vest based on relative TSR for the one year period starting December 31, 2013 and ending December 31, 2014 (“2014 Transition Relative TSR PRSUs”), (v) 77,368 Transition PRSUs that vest based on relative TSR for the two year period starting December 31, 2013 and ending December 31, 2015 (“2015 Transition Relative TSR PRSUs”), and (vi) 115,781 PRSUs that vest based on relative TSR for the three year period starting December 31, 2013 and ending December 31, 2016 (“2016 Transition Relative TSR PRSUs”). |
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2014 Transition TSR PRSUs |
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The number of shares earned under the 2014 Transition TSR PRSUs depended generally on the level of achievement of Omega’s TSR for the period beginning December 31, 2013 and ending December 31, 2014. The 2014 Transition TSR PRSUs vested on December 31, 2014. In January 2015, our Board of Directors reviewed the performance and determined the performance targets were met at the “high” level and the shares were distributed in January 2015. |
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2015 Transition TSR PRSUs |
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The number of shares earned under the 2015 Transition TSR PRSUs depends generally on the level of achievement of Omega’s TSR for the period beginning December 31, 2013 and ending December 31, 2015. The 2015 Transition TSR PRSUs vest on December 31, 2015, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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2016 Transition TSR PRSUs |
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The number of shares earned under the 2016 Transition TSR PRSUs depends generally on the level of achievement of Omega’s TSR for the period beginning December 31, 2013 and ending December 31, 2016. The 2016 Transition TSR PRSUs vest on December 31, 2016, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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2014 Transition Relative TSR PRSUs |
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The number of shares earned under the 2014 Transition Relative TSR PRSUs depended generally on the level of achievement of TSR relative to the MSCI U.S. REIT Index for the period beginning December 31, 2013 and ended December 31, 2014. The 2014 Transition Relative TSR PRSUs vested on December 31, 2014. In January 2015, our Board of Directors reviewed the performance and determined that 61,769 shares were earned. The shares were distributed in January 2015. |
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2015 Transition Relative TSR PRSUs |
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The number of shares earned under the 2015 Transition Relative TSR PRSUs depends generally on the level of achievement of TSR relative to MSCI U.S. REIT Index for the period beginning December 31, 2013 and ending December 31, 2015. The 2015 Transition Relative TSR PRSUs vest on December 31, 2015, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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2016 Transition Relative TSR PRSUs |
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The number of shares earned under the 2016 Transition Relative TSR PRSUs depends generally on the level of achievement of TSR relative to MSCI U.S. REIT Index for the period beginning December 31, 2013 and ending December 31, 2016. The 2016 Transition Relative TSR PRSUs vest on December 31, 2016, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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January 2014 PRSU Grant (for 2014- 2016 Performance Periods) |
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In January 2014, we awarded two types of PRSUs to employees: (i) 154,584 PRSUs that vest based on TSR for the three year period starting January 1, 2014 and ending December 31, 2016 (“2016 TSR PRSUs”), and (ii) 154,584 PRSUs that vest based on relative TSR for the three year period starting January 1, 2014 and ending December 31, 2016 (“2016 Relative TSR PRSUs”). |
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2016 TSR PRSUs |
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The number of shares earned under the 2016 TSR PRSUs depends generally on the level of achievement of Omega’s TSR for the period beginning January 1, 2014 and ending December 31, 2016. The 2016 TSR PRSUs vest quarterly in 2017 in equal increments, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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2016 Relative TSR PRSUs |
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The number of shares earned under the 2016 Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to MSCI U.S. REIT Index for the period beginning January 1, 2014 and ending December 31, 2016. The 2016 Relative TSR PRSUs vest quarterly in 2017 in equal increments, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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March 2015 PRSU and LTIP Grant (for 2015- 2017 Performance Periods) |
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In March 2015, we awarded two types of awards to employees: (i) 154,716 profit interest partnership units that vest based on TSR of Omega for the three year period starting January 1, 2015 and ending December 31, 2017 (“2017 TSR LTIP Units”), and (ii) 154,716 PRSUs that vest based on relative TSR for the three year period starting January 1, 2015 and ending December 31, 2017 (“2017 Relative TSR PRSUs”). |
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2017 TSR LTIPs Units |
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The number of shares earned under the 2017 TSR LTIP Units depends generally on the level of achievement of Omega’s TSR for the period beginning January 1, 2015 and ending December 31, 2017. The 2017 TSR LTIPs vest quarterly in 2018 in equal increments, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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2017 Relative TSR PRSUs |
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The number of shares earned under the 2017 Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to MSCI U.S. REIT Index for the period beginning January 1, 2015 and ending December 31, 2017. The 2017 Relative TSR PRSUs vest quarterly in 2018 in equal increments, subject to continued employment on the vesting date and subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. |
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The following table summarizes our total unrecognized compensation cost as of March 31, 2015 associated with outstanding restricted stock, restricted stock units and PRSU awards to employees: |
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| | | | Shares/ | | | Grant Date | | | Total Compensation Cost | | | Weighted | | Unrecognized Compensation | |
| Units | Average Fair | (in millions) | Average | Cost |
| | Value Per | | Period of | (in millions) |
| | Unit/Share | | Expense | |
Grant | | | | Recognition | |
Year | | | | (in months) | |
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Restricted stock units | | 2013 | | | 142,494 | | | $ | 29.8 | | | $ | 4.3 | | | 36 | | | $ | 3.7 | |
2015 Transition TSR PRSUs | | 2013 | | | 77,369 | | | | 7.48 | | | | 0.6 | | | 24 | | | | 0.2 | |
2016 Transition TSR PRSUs | | 2013 | | | 115,785 | | | | 8.67 | | | | 1 | | | 36 | | | | 0.6 | |
2015 Transition Relative TSR PRSUs | | 2013 | | | 77,368 | | | | 13.06 | | | | 1 | | | 24 | | | | 0.4 | |
2016 Transition Relative TSR PRSUs | | 2013 | | | 115,781 | | | | 14.25 | | | | 1.7 | | | 36 | | | | 1 | |
Restricted stock units | | 2014 | | | 122,137 | | | | 29.8 | | | | 3.6 | | | 36 | | | | 2.1 | |
2016 TSR PRSUs | | 2014 | | | 154,584 | | | | 8.67 | | | | 1.3 | | | 48 | | | | 0.9 | |
2016 Relative TSR PRSUs | | 2014 | | | 154,584 | | | | 14.25 | | | | 2.2 | | | 48 | | | | 1.5 | |
2017 Restricted stock units | | 2015 | | | 123,693 | | | | 40.57 | | | | 5 | | | 33 | | | | 5 | |
2017 LTIPs Units | | 2015 | | | 154,716 | | | | 14.66 | | | | 2.3 | | | 45 | | | | 2.3 | |
2017 Relative TSR PRSUs | | 2015 | | | 154,716 | | | | 22.5 | | | | 3.5 | | | 45 | | | | 3.5 | |
Total | | | | | 1,393,227 | | | $ | 18.98 | | | $ | 26.5 | | | | | | $ | 21.2 | |
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We used a Monte Carlo model to estimate the fair value for PRSUs and the LTIP Units granted to the employees. |
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Director Restricted Stock Grants |
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As of March 31, 2015, we had 37,983 shares of restricted stock outstanding to directors. The directors’ restricted shares are scheduled to vest over the next three years. As of March 31, 2015, the unrecognized compensation cost associated with outstanding director restricted stock grants is approximately $0.5 million. |