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Share-Based Compensation
12 Months Ended
Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

 

7.

Share-Based Compensation

 

We currently have four types of share-based awards outstanding to our employees and directors: stock options, restricted stock units, performance-based stock units, and market stock units. All restricted stock awards that were outstanding at the beginning of 2020 vested or were forfeited during the year and are no longer outstanding as of December 31, 2020. We believe that our share-based awards align the interests of our employees and directors with those of our stockholders. 

 

We grant options under our stock incentive plan at fair value on the date of grant. The options generally vest over or at the end of three years based on service conditions and expire seven or ten years from the date of grant. Restricted stock units generally vest over three or four years. Performance-based stock units have a multi-year performance period and vest approximately two or three years from the grant date. Market stock units granted during 2020 have a three-year performance period and will vest at the end of such period based on total shareholder return.

 

In March 2019, we granted the following awards related to our assumption of unvested restricted stock awards and performance stock units, respectively, held by Nutrisystem employees (“Replacement Awards”): (i) approximately 258,000 time-vesting restricted stock awards at a fair value of $19.42 per share and (ii) approximately 919,000 time-vesting restricted stock units at a fair value of $19.42 per share. During the years ended December 31, 2020 and 2019, $0.9 million and $9.9 million, respectively, of post-combination expense related to the Replacement Awards was recognized in discontinued operations. Effective with the sale of Nutrisystem in December 2020, all outstanding Replacement Awards were accelerated, and other unvested restricted stock units and performance-based stock units held by Nutrisystem employees were accelerated in full or in part.

 

We recognize share-based compensation expense for options, restricted stock units, performance-based stock units, and restricted stock awards on a straight-line basis over the vesting period. We account for forfeitures as they occur. We recognize share-based compensation expense for market stock units if the requisite service period is rendered, even if the market condition is never satisfied. All awards generally provide for accelerated vesting upon a change in control or normal or early retirement (as defined in the applicable equity award agreement or stock incentive plan). In the fourth quarter of 2020, the compensation committee of the Company’s Board of Directors approved the acceleration of certain unvested stock-based compensation awards in connection with the sale of Nutrisystem. At December 31, 2020, we had reserved approximately 1.4 million shares for future equity grants under our stock incentive plans.  

Following are certain amounts recognized in the consolidated statements of operations for share-based compensation arrangements for the years ended December 31, 2020, 2019, and 2018. We did not capitalize any share-based compensation costs during these periods.

 

 

 

Year Ended

 

 

 

December 31,

 

 

December 31,

 

 

December 31,

 

(In millions)

 

2020

 

 

2019

 

 

2018

 

Share-based compensation included in cost of revenue

 

$

2.7

 

 

$

2.2

 

 

$

2.3

 

Share-based compensation included in selling, general and

   administrative expenses

 

 

6.2

 

 

 

3.4

 

 

 

3.8

 

Share-based compensation included in restructuring and related

   charges

 

 

0.8

 

 

 

 

 

 

 

Share-based compensation included in continuing operations

 

$

9.7

 

 

$

5.6

 

 

$

6.1

 

Share-based compensation included in discontinued operations

 

 

4.4

 

 

 

13.2

 

 

 

 

Total share-based compensation

 

$

14.1

 

 

$

18.8

 

 

$

6.1

 

Total income tax benefit recognized in continuing operations

 

 

2.5

 

 

 

1.4

 

 

 

1.6

 

 

As of December 31, 2020, there was $14.2 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under our stock incentive plan. That total cost is expected to be recognized over a weighted average period of 1.6 years.

Stock Options

We use a lattice-based binomial option valuation model ("lattice binomial model") to estimate the fair values of stock options. We base expected volatility on historical volatility due to the low volume of traded options on our stock. The expected term of options granted is derived from the output of the lattice binomial model and represents the period of time that options granted are expected to be outstanding.  We used historical data to estimate expected option exercise and post-vesting employment termination behavior within the lattice binomial model.

The following table sets forth the weighted average grant-date fair values of options and the weighted average assumptions we used to develop the fair value estimates for the years ended December 31, 2020 and 2018.  There were no stock options granted during fiscal 2019.

 

 

 

Year Ended

December 31,

2020

 

 

Year Ended

December 31,

2019

 

 

Year Ended

December 31,

2018

 

Weighted average grant-date fair value

   of options per share

 

$

8.20

 

 

$

 

 

$

20.21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

Expected volatility

 

 

63.2

%

 

 

 

 

 

56.2

%

Expected dividends

 

 

 

 

 

 

 

 

 

Expected term (in years)

 

 

6.2

 

 

 

 

 

6.7

 

Risk-free rate

 

 

0.7

%

 

 

 

 

 

2.8

%

 

A summary of options as of December 31, 2020 and the activity during the year then ended is presented below:

 

Options

 

Shares

(In thousands)

 

 

Weighted

Average

Exercise

Price

Per Share

 

 

Weighted

Average

Remaining

Contractual

Term

 

 

Aggregate

Intrinsic Value

(In thousands)

 

Outstanding at January 1, 2020

 

 

319

 

 

$

17.85

 

 

 

 

 

 

 

 

 

Granted

 

 

220

 

 

 

16.78

 

 

 

 

 

 

 

 

 

Exercised

 

 

(81

)

 

 

12.67

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(5

)

 

 

39.55

 

 

 

 

 

 

 

 

 

Expired

 

 

(31

)

 

 

20.76

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2020

 

 

422

 

 

$

17.83

 

 

 

5.2

 

 

$

1,544

 

Exercisable at December 31, 2020

 

 

187

 

 

$

17.54

 

 

 

3.0

 

 

$

927

 

 

The total intrinsic value, which represents the difference between the market price of the underlying common stock and the option's exercise price, of options exercised during the years ended December 31, 2020, 2019, and 2018 was $0.6 million, $0.6 million, and $3.9 million, respectively.

Cash received from option exercises under all share-based payment arrangements during 2020 was $1.0 million. The actual tax benefit realized during 2020 for the tax deductions from option exercise totaled $0.2 million.   We issue new shares of common stock upon exercise of stock options or vesting of restricted stock units, restricted stock awards, performance-based stock units, and market stock units.

Nonvested Shares

The fair value of restricted stock units and performance-based stock units is determined based on the closing bid price of the Company's common stock on the grant date.  The weighted average grant-date fair value of restricted stock units granted during the years ended December 31, 2020, 2019, and 2018 was $11.17, $19.68, and $38.12, respectively. The weighted average grant-date fair value of performance-based stock units granted during the years ended December 31, 2020 and 2019 was $21.49 and $20.20, respectively. No performance-based stock units were granted during 2018. The Monte Carlo simulation valuation model is used to determine the fair value of market stock units. The weighted average grant-date fair value of all market stock units granted during 2020 was $18.84. No market stock units were granted during 2019 or 2018.  

The four tables below set forth a summary of our nonvested shares as of December 31, 2020 as well as activity during the year then ended, including the acceleration of certain shares in connection with the divestiture of Nutrisystem. The total grant-date fair value of shares vested during the years ended December 31, 2020, 2019, and 2018 was $13.6 million, $23.5 million, and $7.6 million, respectively.

The following table shows a summary of our restricted stock awards as of December 31, 2020, as well as activity during the year then ended:

 

 

 

Restricted Stock Awards

 

 

 

Shares

(In thousands)

 

 

Weighted-

Average

Grant Date

Fair Value

 

Nonvested at January 1, 2020

 

 

127

 

 

$

19.42

 

Vested

 

 

(120

)

 

 

19.42

 

Forfeited

 

 

(7

)

 

 

19.42

 

Nonvested at December 31, 2020

 

 

 

 

$

 

 

The following table shows a summary of our restricted stock units as of December 31, 2020 as well as activity during the year then ended:

 

 

 

Restricted Stock Units

 

 

 

Shares

(In thousands)

 

 

Weighted-

Average

Grant Date

Fair Value

 

Nonvested at January 1, 2020

 

 

393

 

 

$

21.16

 

Granted

 

 

1,774

 

 

 

11.17

 

Vested

 

 

(692

)

 

 

13.81

 

Forfeited

 

 

(234

)

 

 

17.96

 

Nonvested at December 31, 2020

 

 

1,241

 

 

$

11.58

 

 

The following table shows a summary of our performance-based stock units as of December 31, 2020, as well as activity during the year then ended:

 

 

 

Performance Stock Units

 

 

 

Shares

(In thousands)

 

 

Weighted-

Average

Grant Date

Fair Value

 

Nonvested at January 1, 2020

 

 

407

 

 

$

20.29

 

Granted

 

 

4

 

 

 

21.49

 

Shares adjustment for performance (1)

 

 

(74

)

 

 

20.26

 

Vested

 

 

(86

)

 

 

20.42

 

Forfeited

 

 

(165

)

 

 

20.26

 

Nonvested at December 31, 2020

 

 

86

 

 

$

20.30

 

 

(1) Represents the number of shares at target for certain performance-based stock units that are no longer eligible to be earned as a result of actual performance being below the applicable performance targets. These awards are included in the nonvested balance at January 1, 2020 and the number of shares granted above.

 

The following table shows a summary of our market stock units as of December 31, 2020 as well as activity during the year then ended:

 

 

 

Market Stock Units

 

 

 

Shares

(In thousands)

 

 

Weighted-

Average

Grant Date

Fair Value

 

Nonvested at January 1, 2020

 

 

 

 

$

 

Granted

 

 

150

 

 

 

18.84

 

Nonvested at December 31, 2020

 

 

150

 

 

$

18.84