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Benefit Plans
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Benefit Plans

Note 14. Benefit Plans

Defined Contribution Plan

The Company maintains an employee benefit plan pursuant to Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees.  Participants may contribute a percentage of compensation, subject to a maximum allowed under the Code. In addition, the Company makes certain matching contributions and may make additional contributions at the discretion of the board of directors. Company expense relating to the plan for the years ended December 31, 2019, 2018, and 2017 amounted to $3.0 million, $2.7 million and $2.5 million, respectively.

Flexible Benefits Plan

The Company maintains a Flexible Benefits Plan which covers substantially all employees. Participants may set aside pre-tax dollars to provide for future expenses such as dependent care.

Employee Stock Purchase Plan

The Company adopted an Employee Stock Purchase Plan (2014 ESPP) on October 8, 2014. On May 24, 2016, the 2014 ESPP was amended and the Amended and Restated Employee Stock Purchase Plan became effective (ESPP), within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended. Under this plan, eligible employees are able to purchase available shares with post-tax dollars as of the grant date. In order for employees to be eligible to participate in this plan they must be employed or on an authorized leave of absence from the Company or any subsidiary immediately prior to the grant date. ESPP stock purchases cannot exceed $25 thousand in fair market value per employee per calendar year. Options to purchase shares under the ESPP are granted at a 15% discount to fair market value. Expense recognized in relation to the ESPP was $77 thousand, $60 thousand and $79 thousand for fiscal years 2019, 2018 and 2017, respectively.

Stock Option Plans

On March 20, 2015, the Company adopted the 2015 Omnibus Stock Incentive Plan which replaced the previously existing Amended Incentive Stock Option Plan and Nonstatutory Stock Option Plan. Subsequently on May 24, 2016, the 2015 Omnibus Stock Incentive Plan was amended and restated to authorize awards covering a maximum of 7,000,000 common voting shares and has an expiration date of March 20, 2025. On May 15, 2018, the Amended and Restated 2015 Omnibus Stock Incentive Plan was amended to authorize awards covering a maximum of 8,750,000 common voting shares. Options or restricted shares granted under the Amended and Restated 2015 Omnibus Stock Incentive Plan (the "Plan") expire no more than 10 years from date of grant. Exercise prices under the Plan are set by the Board of Directors at the date of grant, but shall not be less than 100% of fair market value of the related stock at the date of the grant. Options vest over a minimum of three years from the date of the grant.  Forfeitures are recognized as they occur.

Compensation cost relating to share-based payment transactions are recognized in the financial statements with measurement based upon the fair value of the equity or liability instruments issued. For the years ended December 31, 2019, 2018, and 2017 the Company recognized $1.6 million, $1.7 million, and $1.7 million in compensation expense for stock options, respectively.

Stock option activity under the Plan during the year ended December 31, 2019 is summarized below.

 

 

 

Shares

 

 

Weighted Average

Exercise Price

 

 

Weighted Average

Remaining

Contractual Term

 

Aggregate

Intrinsic Value

 

Outstanding at December 31, 2018

 

 

2,656,855

 

 

$

11.27

 

 

 

 

 

 

 

Exercised

 

 

(75,088

)

 

 

7.51

 

 

 

 

 

 

 

Forfeited

 

 

(66,040

)

 

 

9.68

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

2,515,727

 

 

$

11.42

 

 

5.04 years

 

$

19,115,278

 

Exercisable at December 31, 2019

 

 

1,030,331

 

 

$

11.03

 

 

4.92 years

 

$

8,232,263

 

 

The following is a summary of non-vested stock option activity for the Company for the years ended December 31, 2019, 2018, and 2017.

 

 

 

Shares

 

 

Weighted

Average Grant

Date Fair

Value

 

Non-vested at December 31, 2016

 

 

3,016,100

 

 

$

4.78

 

Vested

 

 

(340,362

)

 

 

4.36

 

Forfeited

 

 

(310,739

)

 

 

6.25

 

Non-vested at December 31, 2017

 

 

2,364,999

 

 

 

4.65

 

Vested

 

 

(308,373

)

 

 

7.51

 

Forfeited

 

 

(216,796

)

 

 

5.90

 

Non-vested at December 31, 2018

 

 

1,839,830

 

 

 

4.60

 

Vested

 

 

(288,394

)

 

 

4.20

 

Forfeited

 

 

(66,040

)

 

 

3.50

 

Non-vested at December 31, 2019

 

 

1,485,396

 

 

$

4.73

 

 

The total intrinsic value of options exercised during the years ended December 31, 2019, 2018, and 2017 was $785 thousand, $3.5 million, and $1.5 million, respectively.

At December 31, 2019, unrecognized compensation costs relating to stock options amounted to $4.2 million which will be recognized over a weighted average period of 2.59 years.

There were no options granted in 2019, 2018 or 2017.

Restricted Stock Plan

In 2010, the Company adopted a Restricted Stock Plan. Under this plan, a total of 1,350,000 shares of Common Stock were available for issuance to eligible employees.  Restricted stock grants vest in equal installments ranging from immediate vesting to over a seven year period from the date of the grant.  Under the 2015 Omnibus Stock Incentive Plan, which replaced the previously existing Restricted Stock Plan, during 2017, 340,318 restricted stock units were granted to eligible employees and outside directors at a weighted average grant date fair value of $17.00 per share, of which 233,791 restricted stock units had market price conditions or non-market-related performance criteria restrictions.  During 2018, 840,150 restricted stock units were granted to eligible employees and outside directors at a weighted average grant date fair value of $19.72, of which 485,000 restricted stock units had market price conditions or non-market-related performance criteria restrictions. During 2019, 164,828 restricted stock units were granted to eligible employees and outside directors at a weighted average grant date fair value of $17.00, and 500,000 restricted stock units had market price conditions or non-market-related performance criteria restrictions at a weighted average grant date fair value of $8.81.

The fair value of each restricted stock unit is based on the market value of the Company’s stock on the date of the grant. Restricted stock awards are authorized in the form of restricted stock awards or units ("RSUs") and restricted stock awards or units with a market price condition ("Market RSUs").

RSUs have a restriction based on the passage of time and may also have a restriction based on a non-market-related performance criteria. The fair value of the RSUs is based on the closing price on the date of the grant.

Market RSUs also have a restriction based on the passage of time and may have non-market-related performance criteria, but also have a restriction based on market price criteria related to the Company’s share price closing at or above a specified price ranging from $34.00 to $55.00 per share for at least twenty (20) consecutive trading days at any time prior to the expiration date of the grants. The amount of Market RSUs earned will not exceed 100% of the Market RSUs awarded. The fair value of the Market RSUs and the implied service period is calculated using the Monte Carlo Simulation method.

The following is a summary of non-vested RSU stock activity for the Company for the year ended December 31, 2019.

 

 

 

Shares

 

 

Weighted

Average Grant

Date Fair

Value

 

Non-vested at December 31, 2018

 

 

388,187

 

 

$

23.85

 

Granted

 

 

164,828

 

 

 

17.00

 

Vested

 

 

(84,608

)

 

 

23.23

 

Forfeited

 

 

(11,006

)

 

 

22.04

 

Non-vested at December 31, 2019

 

 

457,401

 

 

$

21.54

 

 

During 2018 and 2017, the Company granted 355,150 and 106,527 RSUs, respectively.  The weighted average grant date fair value for RSUs granted in 2018 and 2017 were $25.17 and $23.71, respectively.

For the years ended December 31, 2019, 2018, and 2017 the Company recognized $2.2 million, $2.6 million, and $741 thousand in compensation expense for RSUs, respectively.

At December 31, 2019, unrecognized compensation costs relating to RSUs amounted to $8.7 million which will be recognized over a weighted average period of 4.72 years.

The following is a summary of non-vested Market RSU stock activity for the Company for the year ended December 31, 2019.

 

 

 

Shares

 

 

Weighted

Average Grant

Date Fair

Value

 

 

Non-vested at December 31, 2018

 

 

2,709,202

 

 

$

9.87

 

 

Granted

 

 

500,000

 

 

 

8.81

 

 

Forfeited

 

 

(54,878

)

 

 

9.21

 

 

Non-vested at December 31, 2019

 

 

3,154,324

 

 

$

8.44

 

1

1 Adjusted for modification in 2019, as described below.

 

During 2018 and 2017, the Company granted 485,000 and 233,791 Market RSUs with a weighted average grant date fair value of $7.93, as modified, and $13.94, respectively.

The compensation expense for Market RSUs is measured based on their grant date fair value as calculated using the Monte Carlo Simulation and is recognized on a straight-line basis over the average vesting period. The Monte Carlo Simulation used 100,000 simulation paths to assess the expected date of achieving the market price criteria.

Related to the 500,000 Market RSUs granted on February 11, 2019, the share price simulation was based on the Cox, Ross & Rubinstein option pricing methodology for a period of 10.0 years. The implied term of the restricted stock ranges from 4.5 to 5.8 years. The Monte Carlo Simulation used various assumptions that included a risk free rate of return of 2.62%, expected volatility of 37.6% and a dividend yield of 0.78%.

On February 11, 2019, 75,000 Market RSUs granted on May 14, 2018 to one employee were modified to lengthen the vesting term from 7 to 10 years and change the target stock price from $48.00 to a range of $35.00 to $48.00 per share for at least twenty (20) consecutive trading days.  Additionally, 410,000 Market RSUs granted on August 10, 2018, to eleven employees were modified to lengthen the vesting term from 7 to 10 years and change the amount of Market RSUs that vest at various target stock prices to 20% per tier.  As a result of the modification, the Company recognized additional compensation expense of $543 thousand for the year ended December 31, 2019.       

For the years ended December 31, 2019, 2018 and 2017, the Company recognized $7.9 million, $4.9 million, and $5.0 million respectively, in compensation expense for Market RSUs.

At December 31, 2019, unrecognized compensation costs relating to Market RSUs amounted to $14.8 million which will be recognized over a weighted average period of 3.02 years.

Employee/Outside Director Bonus Plan

In 2014, the Company adopted a Bonus Plan whereby eligible employees and outside directors were qualified to receive quarterly and annual bonus payments based on each individual’s base pay/annual director fees and the profitability of the Company. In 2016, the Company approved a revised Incentive Compensation Plan and the payout criteria was adjusted for exceeding thresholds based on certain performance metrics and the profitability of the Company and applied to full-time employees only.  Beginning in 2016, this plan no longer applied to outside directors.  Total expenses related to the bonus plan for employees were $7.2 million, $632 thousand, and $3.2 million for the years ended December 31, 2019, 2018, and 2017, respectively.