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Share Based Compensation
12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
Share Based Compensation
12.Share-Based Compensation
The Company recognizes compensation expense based on estimated grant date fair values for all share-based awards issued to employees and directors, including RSUs and performance share units, which are restricted stock units with vesting conditions contingent upon achieving certain performance goals. The Company estimates the fair value of share-based awards based on assumptions as of the grant date. The Company recognizes these compensation costs for only those awards expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years for restricted stock awards and the performance period for performance share units. Forfeitures are recognized within compensation expense in the period the forfeitures are incurred. Share based compensation expense is reported in selling and administrative expenses in the Company’s consolidated statements of operations.
2014 Omnibus Incentive Plan
In 2014, the Company’s Board of Directors and shareholders approved 3,473,435 shares of common stock to be reserved and authorized for issuance under the 2014 Omnibus Incentive Plan (the “2014 Plan”) to certain executive officers, senior management employees, and members of the Board of Directors. On February 27, 2018, the Company’s Board of Directors unanimously approved an amendment to the 2014 Plan to increase the number of authorized shares of common stock by 4,000,000 shares, which the Company’s shareholders approved on May 16, 2018. Awards under the 2014 Plan are generally not restricted to any specific form or structure and could include, without limitation, stock options, stock appreciation rights, restricted stock awards and RSUs, performance awards, other stock-based awards, and other cash-based awards. At December 31, 2019, there were 1,252,915 shares of common stock that remained authorized and available for future grants.
Share-Based Compensation Expense
The Company recognized the following share-based compensation expense:
Year Ended December 31, 2019Year Ended December 31, 2018Year Ended December 31, 2017
Restricted stock units$2,171  $1,896  $792  
Adjusted EBITDA vesting awards197  399  178  
Stock Price vesting awards—  —  9  
Share-based compensation expense from continuing operations2,368  2,295  979  
Share-based compensation expense from discontinued operations986  414  140  
Total share-based compensation expense$3,354  $2,709  $1,119  
Total income tax benefit recognized from continuing and discontinued operations$633  $667  $276  
Share-based compensation expense from discontinued operations during the year ended December 31, 2019 includes $0.5 million of accelerated expense for 303,030 restricted and performance share units that vested upon the sale of the North American fiber solutions business, and $0.1 million of accelerated expense for 60,018 restricted and performance share units that vested upon the sale of the Metalex business.
As of December 31, 2019, $2.7 million of total unrecognized compensation expense related to share-based compensation plans is expected to be recognized over a weighted-average period of 1.4 years. The total unrecognized share-based compensation expense to be recognized in future periods as of December 31, 2019 does not consider the effect of share-based awards that may be issued in subsequent periods.
General Terms of Awards
The Compensation Committee of the Board of Directors has discretion to establish the terms and conditions for grants, including the number of shares, vesting and required service or other performance criteria. RSU and performance share unit awards are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting, or continued eligibility for vesting, upon specified events, including death or permanent disability of the grantee, termination of the grantee’s employment under certain circumstances or a change in control of the Company. Dividend equivalents on common stock, if any, are accrued for RSUs and performance share units granted to employees and paid in the form of cash or stock depending on the form of the dividend, at the same time that the shares of common stock underlying the unit are delivered to the employee. All RSUs and performance share units granted to employees are payable in shares of common stock and are classified as equity awards.
The rights granted to the recipient of employee RSU awards generally vest annually in equal installments on the anniversary of the grant date or in two equal installments over the restriction or vesting period, which is generally three years. Vested RSUs are payable in common stock within a thirty day period following the vesting date. The Company records compensation expense of RSU awards based on the fair value of the awards at the date of grant ratably over the period during which the restrictions lapse.
Performance share unit awards based on cumulative and average performance metrics (i.e. Adjusted EBITDA) are payable at the end of their respective performance period in common stock. The number of share units awarded can range from zero to 150% for those awards granted from 2014 through 2016 and from zero to 100% for those awards granted in 2017 and 2019, depending on achievement of a targeted performance metric, and are payable in common stock within a thirty day period following the end of the performance period. The Company expenses the cost of the performance-based share unit awards based on the fair value of the awards at the date of grant and the estimated achievement of the performance metric, ratably over the performance period of three years.
Performance share unit awards based on achievement of certain established stock price targets are payable in common stock if the last sales price of the Company’s common stock equals or exceeds established stock price targets in any twenty trading days within a thirty trading day period during the performance period. The Company expenses the cost of the stock price-based performance share unit awards based on the fair value of the awards at the date of grant ratably over the derived service period of the award.
The Company also issues RSUs as share-based compensation for members of the Board of Directors. Director RSUs vest one year from the date of grant. In the event of termination of a member’s service on the Board of Directors prior to a vesting date, all unvested RSUs of such holder will be forfeited. Vested RSUs are deferred and then delivered to members of the Board of Directors within six months following the termination of their directorship. All awards granted are payable in shares of common stock or cash payment equal to the fair market value of the shares at the discretion of our Compensation Committee, and are classified as equity awards due to their expected settlement in common stock. Compensation expense for these awards is measured based upon the fair value of the awards at the date of grant. Dividend equivalents on common stock are accrued for RSUs awarded to the Board of Directors and paid in the form of cash or stock depending on the form of the dividend, at the same time that the shares of common stock underlying the RSU are delivered to a member of the Board of Directors following the termination of their directorship.
Restricted Stock Units
The following table summarizes the restricted stock unit activity:
For the Year Ended
December 31, 2019
For the Year Ended
December 31, 2018
For the Year Ended
December 31, 2017
 Units
(Thousands)
Weighted-Average Grant-Date Fair ValueUnits
(Thousands)
Weighted-Average Grant-Date Fair ValueUnits
(Thousands)
Weighted-Average Grant-Date Fair Value
Outstanding at beginning of period3,150  $2.89  1,033  $2.84  554  $5.22  
Granted985  1.36  2,166  2.94  745  1.32  
Issued(1,543) 2.60  (36) 3.72  (265) 4.84  
Deferred75  1.30  —  —  159  3.69  
Forfeited(255) 2.77  (13) 3.02  (160) 1.53  
Outstanding at end of period2,412  $2.34  3,150  $2.89  1,033  $2.84  
As of December 31, 2019, there was $2.6 million of unrecognized share-based compensation expense related to 2,047,594 RSU awards, with a weighted-average grant date fair value of $2.04, that are expected to vest over a weighted-average period of 1.5 years. Included within the total 2,411,502 RSU awards outstanding as of December 31, 2019 are 363,908 RSU awards for members of the Company’s Board of Directors which have vested and issuance of the shares has been deferred, with a weighted-average grant date fair value of $4.02. The total fair values of shares vested during the years ended December 31, 2019, 2018 and 2017 were $4.2 million, $0.1 million and $0.3 million, respectively. The fair values of these awards were determined based on the Company’s stock price on the grant date.
In connection with the vesting of RSUs previously issued by the Company, a number of shares sufficient to fund statutory minimum tax withholding requirements was withheld from the total shares issued or released to the award holder (under the terms of the 2014 Plan, the shares are considered to have been issued and are not added back to the pool of shares available for grant). During the years ended December 31, 2019, 2018 and 2017, the Company withheld 415,723 shares, 2,837
shares and 25,532 shares, respectively, to satisfy the requirement. The withholding is treated as a reduction in additional paid-in capital in the accompanying consolidated statements of shareholders’ (deficit) equity.
Performance Share Units
Adjusted EBITDA Vesting Awards
The following table summarizes Adjusted EBITDA vesting award activity:
For the Year Ended
December 31, 2019
For the Year Ended
December 31, 2018
For the Year Ended
December 31, 2017
 Units
(thousands)
Weighted-Average Grant-Date Fair ValueUnits
(thousands)
Weighted-Average Grant-Date Fair ValueUnits
(thousands)
Weighted-Average Grant Date-Fair Value
Outstanding at beginning of period908  $1.30  908  $1.30  723  $9.67  
Granted705  1.64  —  —  1,058  1.30  
Adjustment for performance results achieved (1)
—  —  —  —  (708) 9.65  
Vested(62) 1.64  —  —  —  —  
Forfeited(78) 1.52  —  —  (165) 2.11  
Outstanding at end of period1,473  $1.44  908  $1.30  908  $1.30  
(1) Adjustment for Adjusted EBITDA awards originally granted in 2014 and 2015 was due to the number of shares vested at the end of the three-year performance period ended June 30, 2017 being lower than the maximum achievement of the targeted Adjusted EBITDA performance metric.
Adjusted EBITDA Vesting Awards - 2019 Grant
During the year ended December 31, 2019, the Company granted 704,500 performance share unit awards to certain executive officers and senior management employees, which are payable based on achievement of a cumulative Adjusted EBITDA performance target over a three year performance period ending on December 31, 2021. Distributions under these awards are payable at the end of the performance period in common stock. As of December 31, 2019, the total potential payouts for awards granted during the year ended December 31, 2019 ranged from zero to 601,000 shares, should certain performance targets be achieved.
During 2019, the Company lowered its estimated vesting of the performance share unit awards from 100% of target, or 601,000 shares, to an estimated vesting payout of 0%, or 0 shares, resulting in $0.1 million of share-based compensation income due to declines in projected profitability. As of December 31, 2019, there was no unrecognized share-based compensation expense related to the Adjusted EBITDA based vesting performance share unit awards expected to be recognized in subsequent periods.
Adjusted EBITDA Vesting Awards - 2017 Grant
During the year ended December 31, 2017, the Company granted 1,057,505 performance share unit awards to certain executive officers and senior management employees, which are payable based on achievement of a cumulative Adjusted EBITDA performance target over a three year performance period ending on March 30, 2020. Distributions under these awards are payable at the end of the performance period in common stock. The total potential payouts for awards granted during the year ended December 31, 2017 ranged from zero to 872,180 shares, should certain performance targets be achieved.
During 2019, the Company lowered its estimated vesting of the performance share unit awards from 100% of target, or 872,180 shares, to an estimated payout of 80%, or 697,744 shares, resulting in $0.1 million of share-based compensation income due to declines in profitability. As of December 31, 2019, there was $0.1 million of unrecognized share-based compensation expense related to Adjusted EBITDA based vesting performance share unit awards, which is expected to be recognized over a weighted average period of 0.3 years.
Adjusted EBITDA Vesting Awards - 2014 and 2015 Grant
During 2014 and 2015, 1,357,942 performance share unit awards were granted to certain executive officers and senior management employees. The awards were payable upon the achievement of certain established cumulative Adjusted EBITDA performance targets over a three year performance period of July 1, 2014 through June 30, 2017. The award period expired on June 30, 2017 with no awards vesting.
Stock Price Vesting Awards
As of December 31, 2019, the stock price vesting awards are no longer outstanding as the award period expired on June 30, 2017 with no awards vesting.
ROIC Vesting Awards
As of December 31, 2019, the Average Return on Invested Capital vesting awards are no longer outstanding as the award period expired on December 31, 2018 with no awards vesting.