XML 46 R16.htm IDEA: XBRL DOCUMENT v3.2.0.727
Equity-Based Compensation
6 Months Ended
Jun. 30, 2015
Equity-Based Compensation  
Equity-Based Compensation

10. Equity-Based Compensation

The Company measures its stock-based compensation costs based on the grant date fair value of the awards and recognizes these costs in the consolidated financial statements over the requisite service or performance vesting period.

Total equity-based compensation expense recorded in the condensed consolidated statements of operations for the periods indicated is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30, 

 

June 30, 

 

 

    

2015

    

2014

    

2015

    

2014

 

Cost of revenue, excluding depreciation and amortization

 

$

10,643

 

$

728

 

$

11,355

 

$

1,363

 

General and administrative

 

 

62,390

 

 

1,854

 

 

63,642

 

 

3,544

 

Total equity-based compensation expense

 

$

73,033

 

$

2,582

 

$

74,997

 

$

4,907

 

 

Parent Equity-Based Compensation Plan

 

Our former parent company, PG Holdco, LLC, had adopted an equity-based compensation plan (the “Parent Plan”), which authorized the granting of various equity awards of the Parent’s Preferred units, Class A common units, Class B common units, and Class C common units to employees and directors of the Company. The awards of the Parent were recorded as compensation expense in the accounts of the Company because the recipients are employees of the Company.

In connection with the closing of the IPO, the Parent was liquidated and its sole asset, shares of the Company’s common stock, were distributed to its equity holders based on their relative rights under its limited liability agreement. The equity holders of the Parent received the number of shares of the Company’s common stock in the liquidation of the Parent that they would have held in the Company’s common stock directly immediately before the distribution, with no issuance of additional shares by the Company. Vested units of the Parent converted to shares of the Company’s common stock in the distribution. Unvested common units of the Parent that were subject to time-vesting conditions were converted to 1,028,122 unvested restricted shares of the Company’s common stock in the distribution and will continue to vest based on the amended vesting schedule of the respective unit class.

 

The liquidation and distribution of the Parent resulted in $70.4 million of equity-based compensation expense for the three and six months ended June 30, 2015 due to the following outstanding award modifications:

 

·

Performance-based Class A and Class C common units of the Parent – vesting of $40.4 million triggered by achievement of performance threshold as a result of the IPO

·

Class A common units of the Parent – modification of $19.4 million due to change from cliff-vesting awards to quarterly-vesting awards with resulting change from liability treatment to equity treatment

·

Preferred, Class A and Class B common units purchased with loans – modification of $9.1 million due to repayment of the loan which was a cancellation of option treatment and replacement with new awards with resulting change from liability treatment to equity treatment

·

Loan forgiveness – modification of $1.5 million due to forgiveness of loans used to purchase units with resulting change from liability treatment to equity treatment

 

The total liability outstanding associated with the Parent Plan equity-based compensation awards not classified in equity but as liabilities was $0 and $19.4 million at June 30, 2015 and December 31, 2014, respectively.

 

2015 Incentive Award Plan

 

The Company’s 2015 Incentive Award Plan (the “2015 Plan”) provides for the grant of stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, stock appreciation rights, and other stock or cash based awards. The 2015 Plan authorized 7,120,000 shares of common stock for issuance pursuant to awards under the plan.

 

On May 21, 2015, the Company granted shares of restricted stock with vesting terms summarized as follows:

 

 

 

 

 

4-year service vesting (20% for years 1-2, 30% for years 3-4)

    

807,000

 

3-year performance vesting (cliff)

 

807,000

 

2-year service vesting (quarterly)

 

120,000

 

1-year service vesting

 

20,000

 

 

 

1,754,000

 

 

During the six months ended June 30, 2015, the Company granted the following restricted stock with various performance and time vesting conditions:

 

 

 

 

 

 

 

 

 

    

 

    

Weighted

 

 

 

 

 

Average

 

 

 

 

 

Fair Value

 

 

 

 

 

at Grant

 

 

    

Shares

    

Date

 

Nonvested at January 1, 2015

 

 —

 

$

 —

 

Converted from liquidation of Parent

 

1,028,122

 

 

25.00

 

Granted

 

1,754,000

 

 

25.00

 

Vested

 

(48,901)

 

 

25.00

 

Forfeited

 

 —

 

 

 —

 

Nonvested at June 30, 2015

 

2,733,221

 

$

25.00

 

 

As of June 30, 2015, $56.6 million of total unrecognized compensation costs related to outstanding nonvested restricted stock was expected to be recognized over a weighted average period of 2.9 years.