Share-based Compensation

3 Months Ended

Mar. 31, 2020

Share-based Payment Arrangement [Abstract]

Restricted Shares

The Company's Board of Directors (the "Board") has issued restricted shares of the Company's common stock ("Restricted Shares") and restricted Existing Notes (the "Existing Restricted Notes") to certain officers of the Company, as well as Restricted Shares to certain members of the Board. On March 27, 2020, in conjunction with the Exchange Offer, the Company issued restricted New Notes (the "New Restricted Notes") and Restricted Shares in exchange for all of the outstanding Existing Restricted Notes, including any accrued and unpaid interest on the Existing Restricted Notes as of the date in which the Exchange Offer was completed (the "Restricted Note Exchange"). Pursuant to the Restricted Note Exchange, $1,613 in aggregate principal amount of the Existing Restricted Notes were tendered and accepted and in exchange, the Company issued $793 in aggregate principal amount of New Restricted Notes and 586 shares of Restricted Shares. The New Restricted Notes outstanding were convertible into an additional 1,740 shares of the Company's common stock as of March 31, 2020.

The Restricted Shares granted to certain officers of the Company on September 1, 2017 cliff vest three years from the date of grant, subject to the conditions set forth in the MIP. As they relate to the first tranche of Existing Restricted Notes, New Restricted Notes and Restricted Shares issued as a result of the Restricted Note Exchange cliff vest three years from the original date of grant, September 31, 2017. As they relate to the second tranche of Existing Restricted Notes, which were made available as lapsed incentive awards and awarded to certain officers of the Company on March 25, 2020, the New Restricted Notes and Restricted Shares issued as a result of the Restricted Note Exchange cliff vest on August 31, 2024.

A summary of the activity of the Company's Restricted Shares as of March 31, 2020 and in the three months then ended follows:



	Shares	Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2020	1,429	$	3.13
Issued upon exchange of Existing Restricted Notes	586	0.38
Forfeited	—	—
Vested	(607)	3.14
Outstanding at March 31, 2020	1,408	1.98
Expected to vest after March 31, 2020	1,408	1.98

Performance Share Units

The Board has granted performance share units ("PSUs") as awards under the MIP to non-executive senior level managers and other select personnel. The PSUs contain a performance-based condition tied to the enterprise value of the Company. Each PSU that vests entitles the participant to receive, at the discretion of the Company's Board, one share of the Company's common stock or cash equal to the fair market value of one share of the Company's common stock. Vesting occurs upon achievement of a defined enterprise value of the Company, with 50% vesting upon achievement of the defined enterprise value between the performance period September 30, 2020 and September 30, 2022, and the remaining 50% vesting upon the achievement of the defined enterprise value as a result of a specified transaction, as defined in the PSU agreement, on or before September 30, 2022.

As of March 31, 2020, there were 783 PSUs outstanding.

Share-Based Compensation Expense

Compensation expense recognized related to the PSUs is based on management’s expectation of future performance compared to the pre-established performance goals. If the performance goals are not expected to be met, no compensation expense is recognized and any previously recognized compensation expense is reversed. As of March 31, 2020, no compensation expense was recognized for these awards to date as the threshold for expense recognition for the performance-based condition had not been met.

As of March 31, 2020, the unrecognized share-based compensation expense related to unvested Restricted Shares was $435 and is expected to be recognized over a weighted-average period of approximately 0.7 years. Forfeitures are accounted for as they occur.

As of March 31, 2020, the unrecognized share-based compensation expense related to the outstanding New Restricted Notes was $793 and is expected to be recognized over a weighted-average period of approximately 0.8 years. The Company will recognize this compensation expense on a straight-line basis over the remaining vesting period using the fair value of the New Restricted Notes at the Restricted Note Exchange date.