Share-Based Compensation

12 Months Ended

Dec. 31, 2012

Share-Based Compensation [Abstract]

Share-Based Compensation

Note 2. Share-Based Compensation

Viad grants share-based compensation awards to officers, directors and certain key employees pursuant to the 2007 Viad Corp Omnibus Incentive Plan (the “2007 Plan”). The 2007 Plan has a 10-year life and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards and (f) certain other stock-based awards. The number of shares of common stock available for grant under the 2007 Plan is limited to 1,700,000 shares plus shares awarded under the 1997 Viad Corp Omnibus Incentive Plan (which terminated in May 2007) that subsequently cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent the shares are exercised for, or settled in, vested and non-forfeited shares) up to an aggregate maximum of 1,500,000 shares. As of December 31, 2012, there were 1,071,632 total shares available for future grant.

The following table summarizes share-based compensation expense:

	2012			2011			2010
	(in thousands)
Restricted stock/PBRS	$	3,267		$	3,042		$	2,821
Performance unit incentive plan (“PUP”)		2,922			714			(3	)
Stock options		593			537			447
Restricted stock units/PBRS units		450			120			253
Total share-based compensation before income tax benefit		7,232			4,413			3,518
Income tax benefit		(2,574	)		(1,594	)		(1,225	)
Total share-based compensation, net of income tax benefit	$	4,658		$	2,819		$	2,293

In addition, $253,000, $124,000 and $519,000 of costs associated with share-based compensation were included in restructuring expense in 2012, 2011 and 2010, respectively. Of the 2012 amount, $94,000 related to the PUP awards presented below. No share-based compensation costs were capitalized during 2012, 2011 or 2010.

Restricted Stock and PBRS. The following table summarizes restricted stock and PBRS activity:

	Restricted Stock					PBRS
				Weighted-Average					Weighted-Average
				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Balance at January 1, 2010		390,810		$	24.59		174,927		$	20.77
Granted		157,900			19.30		—			—
Vested		(65,961	)		34.42		(29,547	)		35.31
Cancelled		—			—		(126,550	)		15.36
Forfeited		(4,250	)		22.55		—			—
Balance at December 31, 2010		478,499			21.51		18,830			33.02
Granted		191,850			22.70		—			—
Vested		(91,212	)		31.31		(18,414	)		33.42
Forfeited		(7,115	)		20.81		—			—
Balance at December 31, 2011		572,022			20.36		416			15.36
Granted		168,050			20.46		—			—
Vested		(219,571	)		18.26		(416	)		15.36
Forfeited		(4,150	)		24.80		—			—
Balance at December 31, 2012		516,351			21.25		—			—

The grant date fair value of restricted stock which vested during 2012, 2011 and 2010 was $4.0 million, $2.9 million and $2.3 million, respectively. The grant date fair value of PBRS which vested during 2012, 2011 and 2010 was $6,000, $615,000 and $1.0 million, respectively. As of December 31, 2012, the unamortized cost of all outstanding stock awards was $4.0 million, which Viad expects to recognize in the consolidated financial statements over a weighted-average period of approximately 2.0 years. During 2012, 2011 and 2010, the Company repurchased 56,885 shares for $1.1 million, 28,627 shares for $679,000 and 28,407 shares for $573,000, respectively, related to tax withholding requirements on vested share-based awards.

Liability-Based Awards. The following table summarizes the liability-based award activity:

	Restricted Stock Units					PBRS Units					PUP Awards
				Weighted-Average					Weighted-Average					Weighted-Average
				Grant Date					Grant Date					Grant Date
	Units			Fair Value		Units			Fair Value		Units			Fair Value
Balance at January 1, 2010		13,700		$	15.36		13,900		$	15.36		102,960		$	33.81
Granted		12,350			19.20		—			—		—			—
Vested		—			—		(1,958	)		15.36		—			—
Cancelled		—			—		(8,028	)		15.36		—			—
Balance at December 31, 2010		26,050			17.18		3,914			15.36		102,960			33.81
Granted		12,550			23.01		—			—		95,500			23.02
Vested		—			—		(1,958	)		15.36		—			—
Cancelled		—			—		—			—		(102,960	)		33.81
Balance at December 31, 2011		38,600			19.07		1,956			15.36		95,500			23.02
Granted		15,850			20.57		—			—		115,100			20.60
Vested		(13,100	)		15.36		(1,956	)		15.36		—			—
Cancelled		(850	)		20.89		—			—		—			—
Balance at December 31, 2012		40,500			20.82		—			—		210,600			21.70

As of December 31, 2012 and 2011, Viad had aggregate liabilities recorded of $633,000 and $475,000, respectively, related to restricted stock unit and PBRS unit liability awards. A portion of the 2009 PBRS unit awards vested effective December 31, 2009 and cash payouts of $35,000 and $52,000 were distributed in January 2012 and January 2011, respectively. Similarly, a portion of the 2009 restricted stock unit awards vested in February 2012 and cash payouts of $257,000 were distributed in February 2012.

As of December 31, 2012 and 2011, Viad had liabilities recorded of $3.7 million and $714,000, respectively, related to PUP awards. There were no PUP awards which vested or cancelled during 2012 or 2011. Furthermore, there were no cash settlements of PUP awards during 2012 or 2011. No PUP awards were granted in 2010 and no other PUP awards vested during 2012, 2011 or 2010.

Stock Options. The following table summarizes stock option activity:

				Weighted-
				Average		Options
	Shares			Exercise Price		Exercisable
Options outstanding at January 1, 2010		541,718		$	25.74		462,683
Granted		280,900			19.20
Exercised		(22,311	)		23.21
Forfeited or expired		(36,513	)		26.34
Options outstanding at December 31, 2010		763,794			23.38		451,194
Exercised		(14,616	)		20.14
Forfeited or expired		(164,977	)		23.88
Options outstanding at December 31, 2011		584,201			23.32		396,688
Exercised		(12,099	)		19.41
Forfeited or expired		(208,206	)		25.81
Options outstanding at December 31, 2012		363,896			22.03		276,009

As of December 31, 2012, the total unrecognized cost related to non-vested stock option awards was $104,000. Viad expects to recognize such costs in the consolidated financial statements over a weighted-average period of less than one year. No stock options were granted in 2012 or 2011.

The following table summarizes information concerning stock options outstanding and exercisable as of December 31, 2012:

	Options Outstanding						Options Exercisable
			Weighted-Average		Weighted-				Weighted-
			Remaining		Average				Average
Range of Exercise Prices	Shares		Contractual Life		Exercise Price		Shares		Exercise Price
$19.20		247,867		7.0 years	$	19.20		166,740	$	19.20
$19.57		43,796		0.3 years		19.57		43,796		19.57
$23.28 to $31.92		29,433		1.1 years		29.43		27,433		29.76
$33.81 to $38.44		42,800		1.7 years		35.86		38,040		36.12
$19.20 to $38.44		363,896		5.1 years		22.03		276,009		22.64

In addition to the above, Viad had stock options outstanding which were granted to employees of MoneyGram International, Inc. prior to the spin-off of that company. As of December 31, 2012, there were 2,267 of such options outstanding and exercisable, both with an exercise price of $19.57. The weighted-average remaining contractual life of these options outstanding was less than one year. During 2012, 135 options were exercised by employees of MoneyGram International, Inc. at an exercise price of $19.57.

Stock options granted in 2010 were for a term of 10 years and became exercisable one third after one year, another third after two years and the balance after three years from the date of grant. Stock options granted between 2004 and 2008 were for contractual terms of seven years and become exercisable, based on a graded vesting schedule, in annual increments of 20 percent beginning one year after the grant date and become fully exercisable after five years from the date of grant. Stock options granted in 2003 were for a term of 10 years and became exercisable one third after one year, another third after two years and the balance after three years from the date of grant. Stock options granted in calendar years 2002 and prior were for a contractual term of 10 years and became exercisable 50 percent after one year from the date of grant with the balance exercisable after two years from the date of grant.

The fair value of the 2010 stock option grant was estimated on the date of grant using the Black-Scholes option pricing model assuming Viad’s expected stock price volatility of 33.2 percent, a five year expected period of time the stock options will remain outstanding, an expected dividend yield on Viad common stock of 0.8 percent and a risk-free interest rate estimate of 2.44 percent. The expected dividend yield was based on Viad’s expectation of future dividend payouts. The volatility assumption was based on Viad’s daily historical stock price volatility during the time period that corresponds to the expected weighted-average life of the option. The expected life (estimated period of time outstanding) of stock options granted was estimated based on historical exercise activity. The risk-free interest rate assumption was based on the interest rate of a U.S. Treasury strip for a five-year term from the date the option was granted.

Additional information pertaining to stock options is provided in the table below:

	2012		2011			2010
	(in thousands)
Total intrinsic value of stock options outstanding	$	2,329	$	—		$	2,341
Total intrinsic value of stock options exercised	$	296	$	325		$	544
Fair value of stock options vested	$	539	$	682		$	404
Cash received from the exercise of stock options	$	248	$	296		$	593
Tax benefits (deficiencies) realized for tax deductions related to stock option exercises and performance-based awards	$	96	$	(325	)	$	(524	)

The aggregate intrinsic value of stock options outstanding in the table above represents the difference between Viad’s closing stock price on December 31 of each year and the exercise price, multiplied by the number of in-the-money options. The intrinsic value of stock options outstanding therefore changes based on changes in the fair market value of Viad’s common stock.