NetSpend 2013 Annual Report Download - page 64

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A summary of the status of TSYS’ nonvested shares as of December 31, 2013, 2012 and 2011 and the changes
during the periods are presented below:
2013 2012 2011
Nonvested shares
(in thousands, except per share data) Shares
Weighted
Average
Grant-Date
Fair Value Shares
Weighted
Average
Grant-Date
Fair Value Shares
Weighted
Average
Grant-Date
Fair Value
Outstanding at beginning of year ............. 554 $19.96 618 $16.80 821 $16.91
Granted 1................................. 1,667 24.75 311 21.47 206 17.67
Vested .................................... (328) 19.95 (366) 15.91 (376) 17.60
Forfeited/canceled ......................... (110) 23.82 (9) 19.85 (33) 15.71
Outstanding at end of year ................... 1,783 $24.19 554 $19.96 618 $16.80
1 Includes the issuance of approximately 870,361 stock replacement awards in connection with the acquisition of NetSpend.
These awards had a market value of $21.5 million. A portion of the expense associated with these options has been
included as a component of the total purchase price of the NetSpend acquisition. Refer to Note 23.
As of December 31, 2013, there was approximately
$30.8 million of total unrecognized compensation
cost related to nonvested share-based compensation
arrangements. That cost is expected to be
recognized over a remaining weighted average
period of 2.2 years.
On July 18, 2013, TSYS issued 225,000 shares of
TSYS common stock as a performance-based
retention stock award to a certain key executive with
a performance-based vesting schedule. The
performance-based stock award has a 2013-2015
performance period for which the Compensation
Committee of the Board of Directors established two
performance goals: revenues of the NetSpend
segment and operating income of the NetSpend
segment and, if such goals are attained in 2015, the
performance-based award will vest, up to a maximum
of 100% of the total grant. Compensation expense
for the award is measured on the grant date based
on the quoted market price of TSYS common stock.
The Company estimates the probability of achieving
the goals through the performance period and
expenses the award on a straight-line basis.
Compensation costs related to the performance-
based stock award are expected to be recognized
until the end of 2015.
On July 1, 2013, the Company issued 87,356 shares
of TSYS common stock as a performance-based
replacement stock award as part of the NetSpend
acquisition. The performance-based stock award has
a 2013-2015 performance period for which the
Compensation Committee of the Board of Directors
established two performance goals: revenues of the
NetSpend segment and operating income of the
NetSpend segment and, if such goals are attained in
2015, the performance award will vest, up to a
maximum of 100% of the total grant. The Company
estimates the probability of achieving the goals
through the performance period and expenses the
award on a straight-line basis. Compensation costs
related to the performance-based stock award are
expected to be recognized until the end of 2015.
In April 2013, TSYS authorized a total grant of
237,679 performance shares to certain key executives
with a performance-based vesting schedule (2013
performance shares). These 2013 performance shares
have a 2013-2015 performance period for which the
Compensation Committee of the Board of Directors
established two performance goals: compound
growth in revenues before reimbursable items and
income from continuing operations and, if such goals
are attained in 2015, the performance shares will
vest, up to a maximum of 200% of the total grant.
Compensation expense for the award is measured on
the grant date based on the quoted market price of
TSYS common stock. The Company estimates the
probability of achieving the goals through the
performance period and expenses the award on a
straight-line basis. Compensation costs related to
these performance shares are expected to be
recognized until the end of 2015.
In March 2012, TSYS authorized a total grant of
241,095 performance shares to certain key executives
with a performance based vesting schedule (2012
performance shares). These 2012 performance shares
have a 2012-2014 performance period for which the
Compensation Committee of the Board of Directors
established two performance goals: compound
growth in revenues before reimbursable items and
income from continuing operations and, if such goals
are attained in 2014, the performance shares will
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