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Note 9 - Stock-based Compensation

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement [Text Block]

9.	Stock-based Compensation

We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. Our current stock-based compensation plans include our 2017 Equity and Incentive Compensation Plan (the “2017 EICP”); our 2007 Long-Term Incentive Plan, as amended (the “2007 Incentive Plan”); and our Directors’ Restricted Stock Plan. The following table provides our stock-based compensation expense and related income tax benefit for the three and six-month periods ended June 30, 2019 and 2018 (in millions):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2019			2018		2019			2018
Stock-based compensation expense, gross	$	2		$	1	$	5		$	3
Income tax benefit at our statutory rate associated with stock-based compensation		(1	)		-		(1	)		(1	)
Stock-based compensation expense, net	$	1		$	1	$	4		$	2

All shares of common stock and Class A common stock underlying outstanding options, restricted stock units and performance awards are counted as issued at target levels under the 2017 EICP, the 2007 Incentive Plan and the Directors’ Restricted Stock Plan for purposes of determining the number of shares available for future issuance.

During the six-months ended June 30, 2019, we granted under the 2017 EICP:

●

99,905 shares of restricted Class A common stock with a grant date fair value per share of $15.36 to an employee, of which 33,302 shares will vest on each of January 31, 2020 and 2021 and 33,301 shares will vest on January 31, 2022;

●

99,905 shares of restricted Class A common stock with a grant date fair value per share of $15.36 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2022;

●

340,993 shares of restricted common stock with a grant date fair value per share of $14.85 to certain employees that will vest on January 2, 2021;

●

277,048 shares of restricted common stock with a grant date fair value of $16.55 to certain employees, of which 92,349 shares will vest on each of January 31, 2020 and 2021, and 92,350 shares will vest on January 31, 2022;

●

48,338 shares of restricted common stock with a grant date fair value per share of $16.55 to an employee, subject to the achievement of certain performance measures, which will vest on January 31, 2022; and

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11,223 shares of restricted common stock with a grant date fair value per share of $17.83 to an employee that will vest on February 15, 2020.

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41,181 shares of restricted common stock with a grant date fair value of $22.10 to our non-employee directors that will vest on April 30, 2020.

●

Restricted stock units representing 398,000 shares of our common stock with a grant date fair value of $18.21 that will vest on June 1, 2020.

During the six-months ended June 30, 2018, we granted under the 2017 EICP:

●

110,040 shares of restricted Class A common stock with a grant date fair value per share of $12.65 to an employee, of which 36,680 shares vested on February 28, 2019, and 36,680 shares will vest on each of February 28, 2020 and 2021;

●

110,040 shares of restricted Class A common stock with a grant date fair value per share of $12.65 to an employee, subject to the achievement of certain performance measures, which will vest on February 28, 2021;

●

318,196 shares of restricted common stock with a grant date fair value per share of $15.25 to certain employees; net of forfeitures, 131,106 shares vested on February 28, 2019; 69,651 shares will vest on February 28, 2020; and 69,652 shares will vest on February 28, 2021; and

●

73,640 shares of restricted common stock to our non-employee directors, all of which will vest on May 31, 2019.

A summary of restricted common stock and Class A common stock activity for the six-month periods ended June 30, 2019 and 2018, respectively, is as follows:

	Six Months Ended
	June 30, 2019					June 30, 2018
				Weighted-					Weighted-
				average					average
				Grant Date					Grant Date
	Number of			Fair Value		Number of			Fair Value
	Shares			Per Share		Shares			Per Share
Restricted stock - common:
Outstanding - beginning of period		578,894		$	13.14		503,685		$	11.14
Granted		718,783		$	16.08		391,836		$	14.63
Vested		(352,810	)	$	12.98		(225,570	)	$	11.21
Forfeited		-		$	0.00		(91,057	)	$	13.27
Outstanding - end of period		944,867		$	15.44		578,894		$	13.14

Restricted stock - Class A common:
Outstanding - beginning of period		407,786		$	11.82		462,632		$	10.63
Granted		199,810		$	15.36		220,080		$	12.65
Vested		(158,312	)	$	11.38		(274,926	)	$	10.48
Outstanding - end of period		449,284		$	13.55		407,786		$	11.82

Restricted stock units - common stock:
Outstanding - beginning of period		-		$	0.00		209,500		$	15.70
Granted		398,000		$	18.21		-		$	0.00
Vested		-		$	0.00		(209,500	)	$	15.70
Outstanding - end of period		398,000		$	18.21		-		$	0.00

(1)	For awards subject to future performance conditions, amounts assume target performance.

At June 30, 2019 and December 31, 2018, we had outstanding options to acquire 274,746 shares of our common stock, all of which were vested and exercisable. The exercise price of all outstanding stock options is $1.99 per share. As of June 30, 2019 and December 31, 2018, we did not have any options outstanding for our Class A common stock. The aggregate intrinsic value of our outstanding stock options was approximately $4 million based on the closing market price of our common stock on June 30, 2019.