Note 8 - Stock-based Compensation

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

8. Stock-Based Compensation

We recognize compensation expense for stock-based payment awards made to our employees, consultants and directors. Our active 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 presents our stock-based compensation expense and related income tax benefits for the years ended December 31, 2019, 2018 and 2017 (in millions):

	Year Ended December 31,
	2019			2018			2017
Stock-based compensation expense, gross	$	16		$	7		$	8
Income tax benefit at our statutory rate associated with stock-based compensation		(4	)		(2	)		(3	)
Stock-based compensation expense, net	$	12		$	5		$	5

Currently, the 2017 EICP provides for, and, while awards were available for grant thereunder the 2007 Incentive Plan provided for, the grant of incentive stock options, nonqualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, and performance awards to acquire shares of our Class A common stock or common stock, or other awards based on our performance. Under the Directors’ Restricted Stock Plan, each director can be awarded up to 10,000 shares of restricted common stock or Class A common stock each calendar year. During the years ended December 31, 2019, 2018 and 2017, we did not grant any awards under the Directors’ Restricted Stock Plan. All shares of common stock and Class A common stock underlying outstanding options, restricted stock units and performance awards are counted as issued 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 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;

● 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;

● 32,680 shares of restricted common stock with a grant date fair value per share of $15.92 to an employee that will vest on September 1, 2020;

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

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

During 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.

During 2017, we granted:

● Under the 2007 Incentive Plan, 307,943 shares of restricted common stock to certain employees, of which 102,648 shares vested on January 31, 2018; 102,648 shares vested on January 31, 2019; and 102,647 shares vested on January 31, 2020;

● Under the 2007 Incentive Plan, 198,220 shares of restricted Class A common stock to an employee, of which 66,073 shares vested on January 31, 2018; 66,073 shares vested on of January 31, 2019; and 66,074 shares vested on January 31, 2020;

● Under the 2017 EICP, 76,856 shares of restricted Class A common stock to our non-employee directors, all of which vested on January 31, 2018; and

● Under the 2017 EICP, restricted stock units representing 215,500 shares of our common stock, of which 209,500 shares vested on January 31, 2018.

As of December 31, 2019, we had 3.7 million shares of our common stock and 1.5 million shares of our Class A common stock available for issuance under the 2017 EICP.

As of December 31, 2019 and 2018, we had outstanding options to acquire 274,746 shares of our common stock, all of which were vested and exercisable under the 2007 Incentive Plan. All outstanding options were granted with exercise prices equal to the market value of the underlying stock at the close of business on the date of the grant. The exercise price of all our outstanding stock options is $1.99 per share. All of our outstanding options expire on April 1, 2021. The aggregate intrinsic value of outstanding stock options was approximately $5 million based on the closing market price of our common stock on December 31, 2019. There are no shares available for future awards under this plan.

As of December 31, 2019, under the Directors Restricted Stock Plan there were 770,000 shares available for future award.

As of December 31, 2019, we had $11 million of total unrecognized compensation expense related to all non-vested share based compensation arrangements. This expense is expected to be recognized over a period of 1.6 years.

A summary of activity for the years ended December 31, 2019, 2018 and 2017 under our stock based compensation plans is as follows:

	Year Ended December 31,
	2019					2018					2017
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
	Number			Grant Date		Number			Grant Date		Number			Grant Date
	of			Fair Value		of			Fair Value		of			Fair Value
	Shares			Per Share		Shares			Per Share		Shares			Per Share
Restricted stock - common:
Outstanding - beginning of period		578,894		$	13.14		503,685		$	11.14		396,033		$	12.06
Granted		751,463			16.07		391,836			14.63		307,943			10.40
Vested		(352,810	)		12.98		(225,570	)		11.21		(200,291	)		11.82
Forfeited		-			-		(91,057	)		13.27		-			-
Outstanding - end of period		977,547		$	15.45		578,894		$	13.14		503,685		$	11.14
Restricted stock - Class A common:
Outstanding - beginning of period		407,786		$	11.82		462,632		$	10.63		415,082		$	10.15
Granted		199,810			15.36		220,080			12.65		275,076			10.84
Vested		(158,312	)		11.38		(274,926	)		10.48		(227,526	)		10.00
Outstanding - end of period		449,284		$	13.55		407,786		$	11.82		462,632		$	10.63
Restricted stock units - common:
Outstanding - beginning of period		-		$	-		209,500		$	15.70		-		$	-
Granted		398,000			18.21		-			-		215,500			15.70
Vested		-			-		(209,500	)		15.70		-			-
Forfeited		-			-		-			-		(6,000	)		15.70
Outstanding - end of period		398,000		$	18.21		-		$	-		209,500		$	15.70