Share-Based Compensation

3 Months Ended

Mar. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

The following table summarizes share-based compensation expense:



	Three Months Ended March 31,
(in thousands)	2015			2014
Restricted stock	$	594		$	654
Performance unit incentive plan (“PUP”)	612			(231		)
Restricted stock units	25			(32		)
Share-based compensation before income tax benefit	1,231			391
Income tax benefit	(462		)	(152		)
Share-based compensation, net of income tax benefit	$	769		$	239

For the three months ended March 31, 2015, Viad recorded share-based compensation expense of approximately $40,000 through restructuring expense.

On January 24, 2014, Viad announced that its Board of Directors declared a special cash dividend of $1.50 per share, or $30.5 million in the aggregate, which was paid on February 14, 2014. In accordance with the mandatory provisions of the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”) and the 1997 Viad Corp Omnibus Incentive Plan, the Human Resources Committee of Viad’s Board of Directors approved equitable adjustments to the outstanding long-term incentive awards of stock options and PUP awards issued pursuant to those plans in order to prevent the special dividend from diluting the rights of participants under those plans. The equitable adjustment to the outstanding stock options reduced the exercise price and increased the number of shares of common stock underlying such options. The equitable adjustment to the PUP awards reflects the effect of the special dividend, but will be paid only if certain performance goals are met at the end of the 3-year performance period.

The following table summarizes the activity of the outstanding share-based compensation awards:



	Restricted Stock				PUP Awards				Restricted Stock Units
	Shares		Weighted-Average Grant Date Fair Value		Units		Weighted-Average Grant Date Fair Value		Units		Weighted-Average Grant Date Fair Value
Balance, December 31, 2014	328,602		$	23.30	267,120		$	23.51	25,370		$	23.17
Granted	73,000		$	27.36	82,300		$	27.35	4,800		$	27.35
Vested	(100,970	)	$	20.61	(103,555	)	$	20.60	(11,123	)	$	20.61
Forfeited	(8,700	)	$	23.12	(14,200	)	$	23.67	—		$	—
Balance, March 31, 2015	291,932		$	25.26	231,665		$	26.17	19,047		$	25.72

As of March 31, 2015, the unamortized cost of all outstanding restricted stock awards was $4.3 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 2.0 years. During the three months ended March 31, 2015 and 2014, the Company repurchased 32,806 shares for $0.9 million and 44,358 shares for $1.0 million, respectively, related to tax withholding requirements on vested share-based awards. As of March 31, 2015, there were 954,695 total shares available for future grant in accordance with the provisions of the 2007 Plan.

As of March 31, 2015 and December 31, 2014, Viad had liabilities recorded of $1.3 million and $3.5 million, respectively, related to PUP awards. In March 2015, the PUP units granted in 2012 vested and cash payouts totaling $2.4 million were distributed. In March 2014, the PUP units granted in 2011 vested and cash payouts totaling $2.9 million were distributed.

As of March 31, 2015 and December 31, 2014, Viad had aggregate liabilities recorded of $0.2 million and $0.5 million, respectively, related to restricted stock unit liability awards. In February 2015, portions of the 2010, 2011 and 2012 restricted stock unit awards vested and cash payouts totaling $0.3 million were distributed. Similarly, in February 2014 portions of the 2009, 2010, and 2011 restricted stock unit awards vested and cash payouts of $0.2 million were distributed.

The following table summarizes stock option activity:



	Shares		Weighted- Average Exercise Price		Options Exercisable
Options outstanding at December 31, 2014	247,590		$	17.82	247,590
Exercised	(13,525	)	$	16.62
Forfeited or expired	(129,741	)	$	18.91
Options outstanding at March 31, 2015	104,324		$	17.62	104,324

As of March 31, 2015, there were no unrecognized costs related to non-vested stock option awards.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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