Equity Incentive Compensation Plans and Other Long-term Incentive Programs

9 Months Ended

Sep. 30, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Equity Incentive Compensation Plans and Other Long-term Incentive Programs

The Company maintains various stock-based compensation plans and other employee benefits as discussed below. Stock-based compensation is measured at the grant date based on the value of the awards, and the fair value is recognized on a straight-line basis over the requisite service period (usually the vesting period). Nonvested shares of common stock generally

vest ratably over a three year service period, and nonvested shares of common stock units vest over a one year service period. Cash-based compensation is measured at fair value at each reporting date and is recognized on a straight-line basis over the requisite service period (usually the vesting period). Cash-based awards generally have a cliff vest of three years.

The following table presents the long-term equity and cash incentive compensation related to awards for the periods indicated:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019		2018
	(in thousands)
Nonvested common stock ⁽¹⁾	$	1,992		$	1,654	$	5,321	$	4,504
Nonvested common stock units⁽¹⁾	283			344		895		791
Nonvested performance cash units ⁽²⁾⁽³⁾	(130		)	257		947		635
Total	$	2,145		$	2,255	$	7,163	$	5,930


(1)	Unrecognized compensation expense as of September 30, 2019 was $7.5 million, which related to grants of nonvested shares of common stock that are expected to be recognized over a weighted-average period of 1.7 years.


(2)	The nonvested performance-based cash units are accounted for as liability awards with $1.3 million and $0.3 million in other noncurrent liabilities as of September 30, 2019 and December 31, 2018, respectively, in the Unaudited Consolidated Balance Sheets.


(3)	Liability awards are fair valued at each reporting date. The expense for the period will increase or decrease based on updated fair values of these awards at each reporting date.

Nonvested Equity and Cash Awards. The following tables present the equity and cash awards granted pursuant to the Company's various stock compensation plans. A summary of the Company's nonvested common stock awards for the three and nine months ended September 30, 2019 and 2018 is presented below:



	Three Months Ended September 30, 2019				Three Months Ended September 30, 2018
Nonvested Common Stock Awards	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding at July 1,	3,406,134		$	3.88	2,858,278		$	5.28
Granted	6,000		1.25		123,094		6.79
Vested	(356,009	)	4.19		(25,432	)	7.16
Forfeited or expired	(73,094	)	4.80		(38,292	)	5.34
Outstanding at September 30,	2,983,031		3.82		2,917,648		5.33

	Nine Months Ended September 30, 2019				Nine Months Ended September 30, 2018
Nonvested Common Stock Awards	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding at January 1,	2,912,166		$	5.27	1,394,868		$	7.00
Granted	1,847,700		2.64		1,140,542		5.60
Modified ⁽¹⁾	—		—		1,146,305		4.84
Vested	(1,685,639	)	4.99		(693,364	)	8.24
Forfeited or expired	(91,196	)	4.83		(70,703	)	5.98
Outstanding at September 30,	2,983,031		3.82		2,917,648		5.33


(1)	Due to the closing of the Merger, the 2016 and 2017 Performance Cash Programs were converted from nonvested performance-based cash units to nonvested common stock awards, resulting in an increase in nonvested common stock awards for the nine months ended September 30, 2018.

A summary of the Company's nonvested common stock unit awards for the three and nine months ended September 30, 2019 and 2018 is presented below:



	Three Months Ended September 30, 2019				Three Months Ended September 30, 2018
Nonvested Common Stock Unit Awards	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Outstanding at July 1,	796,103		$	3.27	302,417		$	7.37
Granted	—		—		18,695		4.88
Vested	—		—		(18,695	)	4.88
Outstanding at September 30,	796,103		3.27		302,417		7.37

	Nine Months Ended September 30, 2019				Nine Months Ended September 30, 2018
Nonvested Common Stock Unit Awards	Units		Weighted Average Grant Date Fair Value		Units		Weighted Average Grant Date Fair Value
Outstanding at January 1,	311,237		$	7.26	272,559		$	6.37
Granted	643,084		1.88		180,778		6.63
Vested	(158,218	)	5.44		(150,920	)	4.66
Outstanding at September 30,	796,103		3.27		302,417		7.37

A summary of the Company's nonvested performance-based cash unit awards for the three and nine months ended September 30, 2019 and 2018 is presented below:



	Three Months Ended September 30, 2019				Three Months Ended September 30, 2018
Nonvested Performance-Based Cash Unit Awards	Units		Weighted Average Fair Value		Units		Weighted Average Fair Value
Outstanding at July 1,	2,868,634				846,256
Granted	—				89,037
Forfeited or expired	(292,572	)			(16,232	)
Outstanding at September 30,	2,576,062		$	1.59	919,061		$	4.88

	Nine Months Ended September 30, 2019				Nine Months Ended September 30, 2018
Nonvested Performance-Based Cash Unit Awards	Units		Weighted Average Fair Value		Units		Weighted Average Fair Value
Outstanding at January 1,	909,585				1,548,083
Granted	2,026,521				935,293
Performance goal adjustment ⁽¹⁾	—				11,289
Modified ⁽²⁾	—				(1,211,478	)
Vested	—				(286,652	)
Forfeited or expired	(360,044	)			(77,474	)
Outstanding at September 30,	2,576,062		$	1.59	919,061		$	4.88


(1)	The 2015 Program vested at 104.1% in excess of target level and resulted in additional units vesting in March 2018. These units are included in the vested line item for the nine months ended September 30, 2018.

(2)

Due to the closing of the Merger, the 2016 and 2017 Performance Cash Programs were converted from nonvested performance-based cash units to nonvested common stock awards, resulting in a decrease in nonvested performance-based cash units for the nine months ended September 30, 2018. The 2016 Program awards were converted based on performance through March 19, 2018, which resulted in 89% of the units converting to nonvested common stock awards or a reduction of 65,173 units converting to nonvested common stock awards.

Performance Cash Program

2019 Program. In February 2019, the Compensation Committee of the Board of Directors of the Company approved a performance cash program (the "2019 Program") granting performance cash units that will settle in cash and are accounted for

as liability awards. The performance-based awards contingently vest in February 2022, depending on the level at which the performance goal is achieved. The performance goal, which will be measured over the three-year period ending December 31, 2021, will be the Company's total shareholder return ("TSR") based on a matrix measurement of (1) the Company's absolute performance and (2) the Company's ranking relative to a defined peer group's individual TSRs ("Relative TSR"). The Company's absolute performance is measured against the December 31, 2018 closing share price of $2.49. For the portion of the program based on absolute performance (i) if the Company's absolute performance is less than 50%, the payout is zero, (ii) if the Company's absolute performance is 50%, the payout is 50% and (iii) if the Company's absolute performance is 100%, the payout is 100%, which is the maximum payout for this portion. For the portion of the program based on relative performance (i) if the Company's Relative TSR is less than 30%, the payout is zero and (ii) if the Company's Relative TSR is 30% or greater, the payout is equal to the Company's percentile rank up to 100% of the original grant. The Company's combined absolute performance and Relative TSR have a maximum vest of up to 200% of the original grant.