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Stock-Based Compensation
6 Months Ended
Jun. 30, 2016
Cardtronics Delaware  
Stock-Based Compensation

(3) Stock-Based Compensation 

 

The Company accounts for its stock-based compensation by recognizing the grant date fair value of stock-based awards, net of estimated forfeitures, as compensation expense over the underlying requisite service periods of the related awards. The grant date fair value is based upon the Company’s stock price on the date of grant. The following table reflects the total stock-based compensation expense amounts included in the accompanying Consolidated Statements of Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30,

 

June 30,

 

   

2016

   

2015

   

2016

   

2015

 

 

(In thousands)

Cost of ATM operating revenues

 

$

270

 

$

204

 

$

387

 

$

538

Selling, general, and administrative expenses

 

 

5,700

 

 

4,745

 

 

8,751

 

 

8,612

Total stock-based compensation expense

 

$

5,970

 

$

4,949

 

$

9,138

 

$

9,150

 

The comparative increase in stock-based compensation expense for the three months ended June 30, 2016, was primarily attributable to the timing and amount of grants made during preceding periods and adjustments in forfeitures in the 2015 period. All grants during the periods above were made under the Second Amended and Restated 2007 Stock Incentive Plan. In conjunction with the Redomicile Transaction, on July 1, 2016, Cardtronics plc executed a deed of assumption pursuant to which Cardtronics plc adopted and assumed the Third Amended and Restated 2007 Stock Incentive Plan (as amended, the “2007 Plan”) and assumed all outstanding awards granted under the 2007 Plan (including awards granted under the 2007 Plan prior to the completion of the Redomicile Transaction) and the 2001 Stock Incentive Plan of Cardtronics Delaware, as amended.

 

Restricted Stock Awards. The number of the Company’s outstanding Restricted Stock Awards (“RSAs”) as of June 30, 2016, and changes during the six months ended June 30, 2016, are presented below:

 

 

 

 

 

 

 

 

   

Number of Shares

   

Weighted Average Grant Date Fair Value

RSAs outstanding as of January 1, 2016

 

47,235

 

$

27.36

Vested

 

(28,985)

 

$

26.90

RSAs outstanding as of June 30, 2016

 

18,250

 

$

28.10

 

As of June 30, 2016, the unrecognized compensation expense associated with all outstanding RSAs was $0.3 million, which will be recognized on a straight-line basis over a remaining weighted average vesting period of approximately one year.

 

Restricted Stock Units. The Company grants restricted stock units (“RSUs”) under its Long-term Incentive Plan (“LTIP”), which is an annual equity award program under the 2007 Plan. The ultimate number of RSUs that are determined to be earned under the LTIP are approved by the Compensation Committee of the Company’s Board of Directors on an annual basis, based on the Company’s achievement of certain performance levels during the calendar year of its grant. The majority of these grants have both a performance-based and a service-based vesting schedule (“Performance-RSUs”), and the Company recognizes the related compensation expense based on the estimated performance levels that management believes will ultimately be met. A portion of the awards have only a service-based vesting schedule (“Time-RSUs”), for which the associated expense is recognized ratably over four years. Performance-RSUs and Time-RSUs are convertible into the Company’s common stock after the passage of the vesting periods, which are 24,  36, and 48 months from January 31 of the grant year, at the rate of 50%,  25%, and 25%, respectively. Performance-RSUs will be earned only if the Company achieves certain performance levels. Although the Performance-RSUs are not considered to be earned and outstanding until at least the minimum performance metrics are met, the Company recognizes the related compensation expense for those awards ultimately expected to vest over the requisite service period (or to an employee’s qualified retirement date, if earlier) using a graded vesting methodology. RSUs are also granted outside of LTIPs, with or without performance-based vesting requirements.

 

The number of the Company’s non-vested RSUs as of June 30, 2016, and changes during the six months ended June 30, 2016, are presented below:

 

 

 

 

 

 

 

 

   

Number of Shares

   

Weighted Average Grant Date Fair Value

Non-vested RSUs as of January 1, 2016

 

891,439

 

$

35.60

Granted

 

562,719

 

$

37.08

Vested

 

(385,942)

 

$

34.99

Forfeited

 

(15,061)

 

$

36.22

Non-vested RSUs as of June 30, 2016

 

1,053,155

 

$

36.61

 

The above table only includes earned RSUs; therefore, the Performance-RSUs granted in 2016 but not yet earned are not included. The number of Performance-RSUs granted at target in 2016, net of forfeitures, was 356,021 units with a grant date fair value of $38.03 per unit. Time-RSUs are included as granted.

 

As of June 30, 2016, the unrecognized compensation expense associated with earned RSUs was $18.7 million, which will be recognized using a graded vesting schedule for Performance-RSUs and a straight-line vesting schedule for Time-RSUs, over a remaining weighted average vesting period of approximately 2.3 years. 

 

Options. The number of the Company’s outstanding stock options as of June 30, 2016, and changes during the six months ended June 30, 2016, are presented below:

 

 

 

 

 

 

 

 

   

Number of Shares

   

Weighted Average Exercise Price

Options outstanding as of January 1, 2016

 

77,901

 

$

10.11

Exercised

 

(13,860)

 

$

10.47

Options outstanding as of June 30, 2016

 

64,041

 

$

10.04

 

 

 

 

 

 

Options vested and exercisable as of June 30, 2016

 

64,041

 

$

10.04

 

As of June 30, 2016, the Company had no unrecognized compensation expense associated with outstanding options.