Annual report pursuant to Section 13 and 15(d)

CAPITAL STOCK

v3.6.0.2
CAPITAL STOCK
12 Months Ended
Dec. 31, 2016
CAPITAL STOCK
14. CAPITAL STOCK

Common Stock — Common stockholders are entitled to vote on all matters submitted to a vote of the Company’s stockholders. Subject to the rights of holders of any then outstanding shares of the Company’s preferred stock, the Company’s common stockholders are entitled to any dividends that may be declared by the board of directors. The shares of the Company’s common stock are not subject to any redemption provisions. The Company has no issued and outstanding shares of preferred stock.

The Company’s ability to pay dividends is effectively limited by its status as a holding company and the terms of its subsidiary’s indentures and senior secured credit facility, which also significantly restricts the ability of certain of the Company’s subsidiaries to pay dividends directly or indirectly to the Company. See Note 10. Furthermore, certain of the Company’s foreign subsidiaries currently have a deficit in retained earnings which prevents the Company from declaring and paying dividends from those subsidiaries.

Treasury Stock — Treasury stock represents shares of common stock repurchased by the Company and not yet retired. The Company has applied the cost method in recording its treasury shares.

 

Below is a summary of the Company’s treasury stock activity for the years ended December 31, 2014, 2015 and 2016.

 

     Number of         
     Treasury
Shares
     Cost  

Balance at January 1, 2014

     3,694,935      $ 51,946  

Restricted stock forfeitures (1)

     25,947        —    

Restricted stock withholdings (2)

     336,253        9,861  
  

 

 

    

 

 

 

Balance at December 31, 2014

     4,057,135      $ 61,807  

Restricted stock forfeitures (1)

     17,897        —    

Restricted stock withholdings (2)

     108,472        4,770  
  

 

 

    

 

 

 

Balance at December 31, 2015

     4,183,504      $ 66,577  

Restricted stock forfeitures (1)

     56,808        —    

Restricted stock withholdings (2)(3)

     206,690        6,834  
  

 

 

    

 

 

 

Balance at December 31, 2016

     4,447,002      $ 73,411  
  

 

 

    

 

 

 

 

(1) 

The Company repurchased forfeited and canceled restricted shares at a cost of $0.001 per share in accordance with the Company’s Amended and Restated 2006 Long Term Incentive Plan.

(2) 

The Company withheld restricted shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock.

(3) 

The Company determined the number of shares to be withheld based upon market values that ranged from $29.17 to $39.20 per share.

As of December 31, 2016, the Company had no plans to retire any shares of treasury stock.

Stock Options — There were 14,584 stock options outstanding as of January 1, 2014 with a weighted average price of $7.63 per share. All shares were exercised during the year ended December 31, 2014. The total intrinsic value of options exercised was $296. The Company recognized a tax benefit of approximately $124 related to the options exercised during the year ended December 31, 2014.

Restricted Stock — Below is a summary of restricted stock activity for the years ended December 31, 2014, 2015 and 2016:

 

     Year Ended
December 31, 2014
     Year Ended
December 31, 2015
     Year Ended
December 31, 2016
 
     Shares of
Restricted
Stock
    Weighted
Average
Grant Date
Fair Value
     Shares of
Restricted
Stock
    Weighted
Average
Grant Date
Fair Value
     Shares of
Restricted
Stock
    Weighted
Average
Grant Date
Fair Value
 

Outstanding at January 1

     1,260,913     $ 21.86        878,897     $ 24.92        757,775     $ 30.73  

Granted

     269,774     $ 28.93        226,212     $ 42.79        335,707     $ 30.98  

Vested

     (625,843   $ 20.53        (329,437   $ 23.72        (430,056   $ 26.60  

Forfeited

     (25,947   $ 22.94        (17,897   $ 27.58        (56,808   $ 33.81  
  

 

 

      

 

 

      

 

 

   

Outstanding at December 31

     878,897     $ 24.92        757,775     $ 30.73        606,618     $ 33.51  
  

 

 

      

 

 

      

 

 

   

During the year ended December 31, 2016, the Company granted 335,707 shares of restricted stock to directors and employees of the Company. The fair value of the restricted stock granted was determined based on the market value of the Company’s common stock on the date of grant, which ranged from $29.83 to $38.47 per share. The Company assumed forfeiture rates ranging from 0% to 10% for the restricted stock awards. Restricted stock granted to directors vests over a one-year period. Restricted stock granted to employees vests over periods ranging from one year to four years based on continued service. The recipients of restricted stock are entitled to receive dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period.

Below is a summary of restricted stock award activity recorded for the periods indicated.

 

     Year Ended December 31,  
     2014      2015      2016  

Compensation expense recognized during the period

   $ 9,534      $ 9,600      $ 8,250  

Fair value of restricted shares that vested during the period

   $ 18,773      $ 14,424      $ 14,662  

Income tax deduction upon vesting of restricted stock awards

   $ 5,625      $ 3,823      $ 5,555  

As of December 31, 2016, the remaining unrecognized compensation expense related to these restricted stock awards was approximately $12,328. The weighted average period over which this remaining compensation expense will be recognized is approximately two years.

Restricted Stock Units — During the years ended December 31, 2014, 2015 and 2016, the Company granted restricted stock units representing 197,515, 142,917 and 253,661 hypothetical shares of common stock, respectively, to employees. The restricted stock units vest based on a combination of financial performance factors and continued service. The financial performance factors are based on an implied equity value concept that determines an internal rate of return (“IRR”) for a two year measurement period, as defined in the award agreement, based on a formula utilizing a multiple of Adjusted EBITDA subject to certain specified adjustments (as defined in the restricted stock unit award agreement). The financial performance factors for the restricted stock units have a threshold, target and maximum level of payment opportunity and vest on a prorata basis according to the IRR achieved by the Company during the performance period. As an example, if the Company achieves an IRR equal to 11.0% for the 2014 grant, the number of restricted stock units that shall vest will be greater than the target but less than the maximum number that would have vested had the Company achieved the highest IRR. All payouts of restricted stock units that vest will be subject to an additional service requirement and will be paid in the form of common stock if the participant continues to provide services through the fourth anniversary of the grant date.

The financial performance factors and respective vesting rates for each of the 2014, 2015 and 2016 grants are as follows:

 

     Year Ended
December 31,
    Percentage of
Shares Vesting
 
     2014     2015     2016        

Threshold IRR

     8.5     7.5     6.0     33.3

Target IRR

     10.5     9.5     8.0     66.6

Maximum IRR

     12.5     11.5     10.0     100

At the time of each of the restricted stock unit grants, the Company assumes the IRR level to be reached for the defined measurement period will be the mid-point IRR level in determining the amount of compensation expense to record for such grants. If and when additional information becomes available to indicate that something other than the mid-point IRR level will be achieved, the Company adjusts compensation expense on a prospective basis over the remaining service period. The Company assumed forfeiture rates ranging from 0% to 13% for the restricted stock unit awards granted during 2016. Restricted stock unit award participants are eligible to receive dividend equivalent payments if and at the time the restricted stock unit awards vest.

 

Below is a table summarizing the potential number of units that could vest under restricted stock unit awards granted during the years ended December 31, 2014, 2015 and 2016 at each of the three levels of financial performance (excluding forfeitures):

 

     Granted During the Year Ended December 31,  
     2014      2015      2016  
     Number
of

Units
     Value
at
Grant  (1)
     Number
of

Units
     Value
at
Grant  (1)
     Number
of

Units
     Value
at
Grant  (1)
 

at threshold IRR

     65,832      $ 1,879        47,640      $ 2,057        84,554      $ 2,522  

at target IRR

     131,683      $ 3,758        95,282      $ 4,115        169,107      $ 5,044  

at maximum IRR

     197,515      $ 5,637        142,917      $ 6,173        253,661      $ 7,568  

 

(1) 

The grant date fair values for units issued during the years ended December 31, 2014, 2015, and 2016 were $28.54, $43.19 and $29.83, respectively.

Below is a summary of activity for restricted stock unit awards for the periods indicated:

 

     Year Ended December 31,  
     2014      2015      2016  

Number of restricted stock unit awards that vested during the period

     395,751        123,769        213,984  

Fair value of restricted stock unit awards that vested during the period

   $ 11,420      $ 5,483      $ 7,260  

Accumulated dividends paid upon vesting of restricted stock unit awards

   $ 1,352      $ 442      $ 662  

Income tax benefit recognized upon vesting of restricted stock unit awards

   $ 4,796      $ 2,303      $ 3,049  

Compensation expense recognized during the period

   $ 3,284      $ 6,158      $ 5,144  

During the year ended December 31, 2015, the Compensation Committee of the Board of Directors approved a modification to each of the 2013 and 2014 restricted stock unit grants. The modifications resulted in a cap on the foreign currency exchange rate devaluation impact to be used in calculating the IRR for the respective measurement periods. The Company revalued each of the grants based on the Company’s stock price at the date of modification, which was $33.02. The modifications resulted in incremental compensation expense of approximately $2,460 for the year ended December 31, 2015.

During the year ended December 31, 2016, the Compensation Committee of the Board of Directors approved a modification to the 2015 restricted stock unit grants. The modification resulted in a cap on the foreign currency exchange rate devaluation impact to be used in calculating the IRR for the respective measurement periods. The Company revalued each of the grants based on the Company’s stock price at the date of modification, which was $37.98. The modifications resulted in incremental compensation expense of approximately $562 for the year ended December 31, 2016.

As of December 31, 2016, the Company had restricted stock units outstanding that represented a total 557,077 hypothetical shares of common stock, net of actual cumulative forfeitures of 30,598 units, assuming the maximum IRR is achieved for all of the outstanding restricted stock unit awards.

As of December 31, 2016, the remaining unrecognized compensation expense related to the outstanding restricted stock unit awards was $6,791, which reflects the maximum IRR level that was achieved for the 2013 and 2014 grants, the maximum IRR level that was achieved for the 2015 grants and an IRR level of 8.0% that is estimated to be achieved for the 2016 grant. The weighted average period over which this remaining compensation expense will be recognized is approximately two years.