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Stock-Based Compensation
9 Months Ended
Sep. 30, 2015
Stock-Based Compensation  
Stock-Based Compensation

 

Note 4. Stock-Based Compensation

 

        The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Total stock-based compensation expense recognized was $0.3 million and $1.2 million during the three and nine months ended September 30, 2015. There was no stock based compensation in 2014. These amounts are included in general and administrative expenses in the Company's consolidated statements of operations.

 

        The Board of Directors ("BOD") adopted the Eldorado Resorts, Inc. 2015 Equity Incentive Plan ("2015 Plan") on January 23, 2015 and our shareholders subsequently approved the adoption of the 2015 Plan on June 23, 2015. The Plan permits the granting of stock options, including incentive stock options ("ERI Stock Options"), stock appreciation rights ("SARs"), restricted stock or restricted stock units ("RSUs"), performance awards, and other stock-based awards and dividend equivalents. ERI Stock Options primarily vest ratably over three years and RSUs granted to employees and executive officers primarily vest and become non-forfeitable upon the third anniversary of the date of grant. RSUs granted to non-employee directors vest immediately and are delivered upon the date that is the earlier of termination of service on the BOD or the consummation of a change of control of the Company. The performance awards relate to the achievement of defined levels of performance and are generally measured over a one or two-year performance period depending upon the award agreement. If the performance award levels are achieved, the awards earned will vest and become payable at the end of the vesting period, defined as either a one or two calendar year period following the performance period. Other stock-based awards will consist of any right which is not an ERI Stock Option, SAR, RSU, or performance award, and an award based on shares of the Company's common stock.

 

        On January 23, 2015, the Compensation Committee of the BOD of the Company approved the grant of 685,606 RSUs with a fair value of $4.03 per unit, the NASDAQ average price per share on that date, to executive officers and certain key employees under the 2015 Plan, and the grant of 89,900 RSUs with a fair value of $4.03 per unit, the NASDAQ average price per share on that date, to non-employee members of the BOD under the 2015 Plan. Such awards became effective upon our shareholders' approval of the 2015 Plan on June 23, 2015.

 

        On September 19, 2014, as a result of the Merger, all outstanding MTR Gaming stock options ("MTR Stock Options") vested (to the extent not already vested) and converted into an option or right to purchase the same number of shares of ERI common stock (at the same exercise price per share as in effect prior to such conversion). All other terms, except vesting requirements, applicable to such stock options remain the same.

 

        A summary of the MTR Stock Option activity for the nine months ended September 30, 2015 is as follows:

 

                                                                                                                                                                                                  

 

 

Options

 

Range of Exercise
Prices

 

Weighted-Average
Exercise
Price

 

Weighted-Average
Remaining
Contractual Life

 

Aggregate
Intrinsic
Value

 

 

 

 

 

 

 

 

 

(in years)

 

(in millions)

 

Outstanding as of December 31, 2014

 

 

398,200

 

$2.44 - $16.27

 

$

7.88

 

 

 

 

 

 

 

Expired

 

 

(86,000

)

$11.30

 

$

11.30

 

 

 

 

 

 

 

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Outstanding and Exercisable as of September 30, 2015

 

 

312,200

 

$2.44 - $16.27

 

$

6.94

 

 

3.72

 

$

0.9

 

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        A summary of the RSU activity for the nine months ended September 30, 2015 is as follows:

                                                                                                                                                                                    

 

 

RSUs

 

Weighted-Average
Grant Date
Fair Value

 

Weighted-Average
Remaining
Contractual Life

 

Aggregate
Fair
Value

 

 

 

 

 

 

 

(in years)

 

(in millions)

 

Unvested outstanding as of December 31, 2014

 

 

 

$

 

 

 

 

 

Granted

 

 

778,440

 

$

4.05

 

 

 

 

 

 

 

Vested

 

 

(89,900

)

$

4.03

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

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Unvested outstanding as of September 30, 2015

 

 

688,540

 

$

4.05

 

 

2.33

 

$

6.2

 

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        As of September 30, 2015, the Company had approximately $2.2 million of unrecognized compensation expense related to unvested RSUs that is expected to be recognized over a weighted-average period of approximately 2.33 years.