XML 28 R18.htm IDEA: XBRL DOCUMENT v3.20.2
Share-Based Compensation
6 Months Ended
Jun. 30, 2020
Share-Based Compensation [Abstract]  
Share-Based Compensation 10.Share-Based Compensation

Under various share-based compensation plans and under terms established by our Board or a committee thereof, we grant non-qualified options to purchase the Company’s common shares, as well as restricted share units (“RSUs”), to trustees, officers, and key employees.

Stock options and RSUs are considered “granted” and “outstanding” as the terms are used herein, when (i) the Company and the recipient reach a mutual understanding of the key terms of the award, (ii) the award has been authorized, (iii) the recipient is affected by changes in the market price of our stock, and (iv) it is probable that any performance conditions will be met.

We amortize the grant-date fair value of awards as compensation expense over the service period, which begins on the grant date and ends generally on the vesting date. For awards that are earned solely upon the passage of time and continued service, the entire cost of the award is amortized on a straight-line basis over the service period. For awards with performance conditions, the individual cost of each vesting is amortized separately over each individual service period (the “accelerated attribution” method).

The Codification previously stipulated that grants to nonemployee service providers (other than to trustees, where equity method treatment was permitted) were accounted for on the liability method, with expenses adjusted each period based upon changes in fair value. Recent changes in the Codification allows such grants to be accounted for on the equity award method, with compensation expense based upon grant date fair value. While we have no such grants to any such individuals for any periods presented, we will account for any future grants to nonemployee service providers based upon the equity award method.

In amortizing share-based compensation expense, we do not estimate future forfeitures in advance. Instead, we reverse previously amortized share-based compensation expense with respect to grants that are forfeited in the period the employee terminates employment.

See also “net income per common share” in Note 2 for further discussion regarding the impact of RSUs and stock options on our net income per common share and income allocated to common shareholders.

Stock Options

Stock options vest over 3 to 5 years, expire ten years after the grant date, and the exercise price is equal to the closing trading price of our common shares on the grant date. Employees cannot require the Company to settle their award in cash. We use the Black-Scholes option valuation model to estimate the fair value of our stock options.

Outstanding stock option grants are included on a one-for-one basis in our diluted weighted average shares, to the extent dilutive, after applying the treasury stock method (based upon the average common share price during the period) to assumed exercise proceeds and measured but unrecognized compensation.

For the three and six months ended June 30, 2020, we recorded $1.5 million and $2.4 million, respectively, in compensation expense related to stock options, as compared to $1.4 million and $2.2 million for the same periods in 2019.

During the six months ended June 30, 2020, 55,000 stock options were granted, 27,500 options were exercised and 24,000 options were forfeited. A total of 2,343,167 stock options were outstanding at June 30, 2020, (2,339,667 at December 31, 2019) and have an average exercise price of $200.48.

During the six months ended June 30, 2020, 740,000 stock options were awarded where vesting is dependent upon meeting certain performance targets with respect to 2020, 2021, and 2022. Because these targets are not expected to be met, these options are excluded from grants during the six months ended June 30, 2020 and from options outstanding at June 30, 2020. Compensation expense with respect to these 740,000 stock options represented a $0.2 million reduction for the three months ended June 30, 2020 (none for the six months ended June 30, 2020).

Restricted Share Units

RSUs generally vest over 5 to 8 years from the grant date. The grantee receives dividends for each outstanding RSU equal to the per-share dividends received by our common shareholders. We expense any dividends previously paid upon forfeiture of the related RSU. Upon vesting, the grantee receives common shares equal to the number of vested RSUs, less common shares withheld in exchange for tax deposits made by the Company to satisfy the grantee’s statutory tax liabilities arising from the vesting.

The fair value of our RSUs is determined based upon the applicable closing trading price of our common shares.

During the six months ended June 30, 2020, 15,910 RSUs were granted, 19,180 RSUs were forfeited and 80,559 RSUs vested. This vesting resulted in the issuance of 52,803 common shares. In addition, tax deposits totaling $9.1 million ($10.0 million for the same period in 2019) were made on behalf of employees in exchange for 27,756 common shares withheld upon vesting. A total of 535,321 RSUs were outstanding at June 30, 2020 (619,150 at December 31, 2019).

A total of $5.5 million and $11.2 million in RSU expense was recorded for the three and six months ended June 30, 2020, respectively, which includes approximately $0.1 million and $1.1 million, respectively in employer taxes incurred upon vesting, as compared to $4.3 million and $11.1 million for the same periods in 2019, which includes approximately $0.1 million and $1.1 million, respectively, in employer taxes incurred upon vesting.