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EQUITY-BASED COMPENSATION
3 Months Ended
Mar. 31, 2015
EQUITY-BASED COMPENSATION  
EQUITY-BASED COMPENSATION

 

NOTE 9 - EQUITY-BASED COMPENSATION

 

Our equity-based awards were issued under our 2011 Equity Incentive Plan which provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, and other equity-based award or incentive awards. Stock options granted may be either incentive stock options or nonqualified stock options. Vesting terms may vary with each grant, and stock option terms are generally five to ten years. We have outstanding equity-based awards in the form of stock options and restricted stock awards. All of our existing equity-based awards are classified as equity awards.

 

Stock Options

 

Stock option activity for the three months ended March 31, 2015 follows:

                                                                                                                                                                                                            

 

 

Number of Options

 

Weighted Average
Exercise Price

 

Weighted Average
Remaining
Contractual Terms

 

Aggregate Intrinsic
Value (Current Value
Less Exercise Price)

 

 

 

 

 

(per share)

 

(in years)

 

(in thousands)

 

Outstanding at December 31, 2014

 

846,000 

 

$

9.75 

 

 

 

$

2,276 

 

Granted

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

Outstanding at March 31, 2015

 

846,000 

 

$

9.75 

 

5.9 

 

$

3,655 

 

Exercisable at March 31, 2015

 

676,800 

 

$

9.75 

 

5.9 

 

$

2,924 

 

 

Time-Based Restricted Stock Awards

 

On March 3, 2015, we awarded time-based restricted stock awards for 149,410 shares of common stock to our executive officers and management. Of the total awards issued, 37,230 vest based on continued service on March 9, 2018, or upon a change in control.  The remaining awards vest over a three year period based on continued service (25% on March 9, 2016 and 2017 and 50% on March 9, 2018), or upon a change in control.

 

The holders of these awards have the right to vote the related shares of common stock and receive all dividends declared and paid whether or not vested.

 

The fair value of time-based restricted stock awards granted is calculated based on the market value on the date of grant.

 

The following table summarizes time-based restricted stock activity under our 2011 Equity Incentive Plan for the three months ended March 31, 2015:

                                                                                                                                                                                                        

 

 

Number of Shares

 

Weighted Average
Grant Date Fair
Value

 

Aggregate Current
Value

 

 

 

 

 

(per share)

 

(in thousands)

 

Non-vested December 31, 2014

 

181,116

 

$

9.81

 

$

2,253

 

Granted

 

149,410

 

13.53

 

 

 

Vested

 

(21,963

)

9.78

 

 

 

Forfeited

 

 

 

 

 

Non-vested March 31, 2015

 

308,563

 

$

11.61

 

$

4,341

 

 

Performance-Based Restricted Stock Awards

 

On March 3, 2015, we awarded performance-based restricted stock awards for 154,505 shares of common stock to certain of our executive officers. Our performance-based restricted stock awards are market-based awards and are accounted for based on the fair value of our common stock on the grant date. The fair value of the performance-based restricted stock awards granted was estimated using a Monte Carlo simulation valuation model.

 

These awards vest based the Company’s percentile ranking within the SNL U.S. REIT Hotel Index at the end of the period beginning on January 1, 2015 and ending on the earlier of December 31, 2017, or upon a change in control.  The awards require continued service during the measurement period and are subject to the other conditions described in our 2011 Equity Incentive Plan or award document.

 

The number of shares the executive officers may earn under these awards range from zero shares to twice the number of shares granted based on the Company’s percentile ranking within the index at the end of the measurement period. The holders of these awards have the right to vote the granted shares of common stock and any dividends declared will be accumulated and will be subject to the same vesting conditions as the awards.  Further, if additional shares are earned based on the Company’s percentile ranking within the index, dividend payments will be issued as if the additional shares had been held throughout the measurement period.

 

The following table summarizes performance-based restricted stock activity under our 2011 Equity Incentive Plan for the three months ended March 31, 2015:

                                                                                                                                                                                                            

 

 

Number of Shares

 

Weighted Average
Grant Date Fair Value

 

Aggregate Current
Value

 

 

 

 

 

(per share)

 

(in thousands)

 

Non-vested December 31, 2014

 

384,558

 

$

6.75

 

$

4,784

 

Granted

 

154,505

 

18.78

 

 

 

Vested

 

(128,185

)

6.75

 

 

 

Forfeited

 

(46,030

)

5.10

 

 

 

Non-vested March 31, 2015

 

364,848

 

$

12.05

 

$

5,133

 

 

Director Stock Awards

 

Our non-employee directors have the option to receive shares of our common stock in lieu of cash for their director fees. In the three months ended March 31, 2015, we did not issue any shares of common stock for director fees.

 

Equity-Based Compensation Expense

 

Equity-based compensation expense included in corporate general and administrative in the Consolidated Statements of Operations for the three months ended March 31, 2015 and 2014 was (in thousands):

                                                                                                                                                                                                                

 

 

For the Three Months Ended March 31,

 

 

 

2015

 

2014

 

Stock options

 

$

147 

 

$

155 

 

Time-based restricted stock

 

222 

 

167 

 

Performance-based restricted stock

 

267 

 

145 

 

 

 

$

636 

 

$

467 

 

 

We recognize equity-based compensation expense ratably over the vesting terms. The amount of expense may be subject to adjustment in future periods due to a change in the forfeiture assumptions.

 

Unrecognized equity-based compensation expense for all non-vested awards was $7.1 million at March 31, 2015. We expect to recognize this cost over a remaining weighted-average period of 1.2 years.