Share-Based Compensation

6 Months Ended

Jun. 30, 2015

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

The following table summarizes share-based compensation expense:



	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2015			2014			2015			2014
Restricted stock	$	506		$	759		$	1,100		$	1,413
Performance unit incentive plan (“PUP”)	376			326			988			95
Restricted stock units	(7		)	27			18			(5		)
Share-based compensation before income tax benefit	875			1,112			2,106			1,503
Income tax benefit	(325		)	(417		)	(792		)	(569		)
Share-based compensation, net of income tax benefit	$	550		$	695		$	1,314		$	934

For the three and six months ended June 30, 2015, Viad recorded share-based compensation expense of approximately $56,000 and $0.1 million, respectively, 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 three-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	80,500		27.33		91,100		27.31		4,800		27.35
Vested	(104,740	)	20.50		(103,555	)	20.60		(11,123	)	20.61
Forfeited	(24,130	)	24.37		(22,300	)	24.92		—		—
Balance, June 30, 2015	280,232		$	25.42	232,365		$	26.16	19,047		$	25.72

As of June 30, 2015, the unamortized cost of all outstanding restricted stock awards was $3.7 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 1.7 years. During the six months ended June 30, 2015 and 2014, the Company repurchased 34,184 shares for $0.9 million and 44,806 shares for $1.0 million, respectively, related to tax withholding requirements on vested share-based awards. As of June 30, 2015, there were 962,825 total shares available for future grant in accordance with the provisions of the 2007 Plan.

As of June 30, 2015 and December 31, 2014, Viad had liabilities recorded of $1.5 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 June 30, 2015 and December 31, 2014, Viad had aggregate liabilities recorded of $0.3 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	(47,029	)	$	16.62
Forfeited or expired	(129,741	)	$	18.91
Options outstanding at June 30, 2015	70,820		$	16.62	70,820

As of June 30, 2015, there were no unrecognized costs related to non-vested stock option awards.