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Leadership Changes and Restructuring Activities
9 Months Ended
Sep. 30, 2015
Leadership Changes and Restructuring Activities  
Leadership Changes and Restructuring Activities

11. Leadership Changes and Restructuring Activities

The Company’s former Chief Executive Officer retired on December 31, 2014 and pursuant to the terms of the Separation and Release of Claims Agreement (the “Separation Agreement”), the Company is required to provide severance and other related benefits over a 36 month period, beginning on December 31, 2014. The Company recorded a liability, measured at its estimated fair value, for payments that will be made under the Separation Agreement, with a corresponding charge of $3,545,000 in 2014. As of September 30, 2015 and December 31, 2014, the short-term portion of the liability was $829,000 and $500,000, respectively, and is included in “Accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets. As of September 30, 2015 and December 31, 2014, the long-term portion of the liability was $980,000 and $1,488,000, respectively, and is included in “Other liabilities, net of current portion” in the accompanying Condensed Consolidated Balance Sheets.

In addition, on May 4, 2015, the Company’s former President entered into a retirement agreement with the Company (the “Retirement Agreement”) pursuant to which he retired on August 19, 2015. Subject to the terms of the Retirement Agreement, the Company is required to provide retirement benefits over a 24 month period, beginning on September 1, 2015. The Company recorded a liability, measured at its estimated fair value, for payments that will be made under the Retirement Agreement, with a corresponding charge to “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income. The Company incurred a total cost of $877,000, including $216,000 of equity-based compensation expense, during the nine months ended September 30, 2015. Of the total cost incurred, $443,000 was recorded during the three months ended September 30, 2015. As of September 30, 2015, the short-term portion of the liability was $248,000 and is included in “Accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets and the long-term portion of the liability was $237,000 and is included in “Other liabilities, net of current portion” in the accompanying Condensed Consolidated Balance Sheets.

The Company’s total severance and other related expenses were $503,000 and $1,542,000 during the three and nine months ended September 30, 2015, respectively, which is included in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income. 

In addition, management of the Company approved and implemented a restructuring plan during the fourth quarter of 2014 designed to improve operating efficiencies, which reduced the Company’s overall headcount at its corporate headquarters (the “Restructuring Plan”). In connection with the Restructuring Plan, the Company incurred $1,303,000 of expenses in 2014 related to severance and outplacement services provided to certain former employees of the Company. 

The following table presents a rollforward of the estimated fair value liability established for the aforementioned severance and other related costs, which are entirely attributable to the Company’s Real Estate Franchise Services reportable segment, from January 1, 2015 to September 30, 2015 (in thousands):

 

 

 

 

 

 

 

Balance, January 1, 2015

    

$

2,408

 

Additional severance and other related expenses

 

 

1,542

 

Accretion

    

    

61

 

Cash payments

 

 

(1,337)

 

Non-cash adjustment (a)

 

 

(216)

 

Balance, September 30, 2015

 

$

2,458

 

 


(a) Non-cash adjustment represents the non-cash equity-based compensation expense recorded during the nine months ended September 30, 2015 for the accelerated vesting of certain restricted stock units in August 2015 pursuant to the terms of the Retirement Agreement. See also Note 10, Equity-Based Compensation.