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Equity-Based Compensation Plans
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation Plans

7. Equity-Based Compensation Plans

We reserved 2.5 million shares for issuance to key management personnel and directors under the 2019 long-term incentive and equity award plan. As of December 31, 2019, 1.9 million shares remain available for future issuance under this plan. The plan permits the issuance of restricted stock and stock units, as well as options, stock appreciation rights, and performance stock and performance stock unit awards. Awards under the plan can be generally satisfied in cash or shares at the discretion of the Board of Directors. According to the plan provisions, the stock units provide the holders the right to receive one share of our Common Stock upon vesting (and distribution) of one stock unit. The plan requires the exercise price of any option granted may not be less than the fair market value of a share of our Common Stock on the date of grant.

Performance Based Awards

In 2019, the Company granted performance stock and performance stock unit awards to key management personnel and directors, respectively, under its 2011 and 2019 long-term incentive plans.  In addition to meeting service conditions, these awards are to vest upon the attainment of a 30-day volume-weighted average share price equal to or greater than $11.75 of the Company’s common stock on or before December 31, 2020 (“Stock Price Goal”).  For key management personnel, typically half of their awards will vest 100% on the achievement of the Stock Price Goal and the remaining shares will vest on the 12-month anniversary of the same date.  In all cases, however, key management personnel must also continue to remain employed by the Company until shares vest to receive their performance stock awards.  

In addition to meeting the Stock Price Goal, directors were required to serve on the Board until the earlier of the 2019 Annual Stockholders Meeting or June 30, 2019 (the “Board Service Requirement”).  All directors who received performance stock unit awards met the Board Service Requirement.  However, all but one of the current and former members of the Board of Directors who received these performance stock unit awards voluntarily forfeited their performance stock units in December 2019.

A summary of the 2019 performance-based unvested stock and performance-based unvested stock unit awards are presented in the following table:    

 

 

Shares/units

(in thousands)

 

 

Weighted

Average

Grant-Date

Fair Value

 

Unvested at December 31, 2018

 

 

 

 

$

 

Granted

 

 

2,927

 

 

$

2.59

 

Forfeited

 

 

(642

)

 

$

3.20

 

Unvested at December 31, 2019

 

 

2,285

 

 

$

2.42

 

The intrinsic value of unvested shares as of December 31, 2019 was $5.8 million. The Company records expense on a straight-line basis over the service period. For the year ended December 31, 2019, the Company recorded compensation expense for these stock awards of $2.6 million. Unrecognized compensation expense related to restricted stock awards of $2.9 million at December 31, 2019 is expected to be recognized over a weighted-average period of 0.4 years.

In 2015, the Company granted performance stock unit awards to employees under its 2015 long-term incentive plan. The awards provided a target number of stock units that vested equally over three years.

A summary of performance-based unvested stock unit activity is as follows:

 

 

 

Units

(in thousands)

 

 

Weighted

Average

Grant-Date

Fair Value

 

Unvested at December 31, 2016

 

 

261

 

 

$

17.98

 

Vested

 

 

(141

)

 

 

17.90

 

Forfeited

 

 

(6

)

 

 

18.23

 

Unvested at December 31, 2017

 

 

114

 

 

$

18.06

 

Vested

 

 

(114

)

 

 

18.06

 

Forfeited

 

 

 

 

 

 

Unvested at December 31, 2018

 

 

 

 

$

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Unvested at December 31, 2019

 

 

 

 

$

 

 

The Company expenses the grant date fair value of the awards earned in the performance period over the respective service periods.  For the years ended December 31, 2018 and 2017, the Company recognized compensation expense of $0.1 million and $0.9 million, respectively.  These awards were fully expensed by February 2018.

Restricted Stock

A summary of the activity of our unvested restricted stock and stock unit awards are presented in the following table:

 

 

 

Shares/units

(in thousands)

 

 

Weighted

Average

Grant-Date

Fair Value

 

Unvested at December 31, 2016

 

 

1,175

 

 

$

11.30

 

Granted

 

 

496

 

 

 

12.43

 

Vested and distributed

 

 

(306

)

 

 

11.91

 

Forfeited

 

 

(58

)

 

 

12.28

 

Unvested at December 31, 2017

 

 

1,307

 

 

$

11.55

 

Granted

 

 

730

 

 

 

9.35

 

Vested and distributed

 

 

(457

)

 

 

10.91

 

Forfeited

 

 

(164

)

 

 

11.31

 

Unvested at December 31, 2018

 

 

1,416

 

 

$

10.65

 

Granted

 

 

437

 

 

 

5.39

 

Vested and distributed

 

 

(779

)

 

 

9.16

 

Forfeited

 

 

(81

)

 

 

10.74

 

Unvested at December 31, 2019

 

 

993

 

 

$

9.50

 

 

All of the members of the Board of Directors have deferred receipt of the Common Stock underlying some or all of the restricted stock units they have been awarded until a later date, such as when the director ceases to serve on the Board or, under certain circumstances, upon a change of control. Thus, while some of these restricted stock units have vested, the directors have not yet received the underlying Common Stock. For the years ended December 31, 2019, 2018, and 2017, the total number of restricted stock units that are vested but for which the underlying Common Stock has not been distributed was 500,000, 660,000, and 528,000, respectively; these shares are shown as unvested in the above table.

The intrinsic value of unvested shares as of December 31, 2019 was $2.5 million. The Company records expense on a straight-line basis over the vesting term. For the years ended December 31, 2019, 2018 and 2017, the Company recorded compensation expense for restricted stock awards of $3.6 million, $6.2 million, and $5.6 million, respectively. Unrecognized compensation expense related to restricted stock awards of $1.8 million at December 31, 2019 is expected to be recognized over a weighted-average period of 0.7 years.

The vesting provisions for the restricted stock and stock unit awards and the related number of shares granted during the year ended December 31 are as follows:

 

 

 

Shares/units (in thousands)

 

Vesting Terms

 

2019

 

 

2018

 

 

2017

 

50% immediately and 50% on the 1 year anniversary of grant date

 

 

162

 

 

 

 

 

 

 

100% immediately

 

 

186

 

 

 

132

 

 

 

106

 

33.3% per year for three years

 

 

89

 

 

 

452

 

 

 

85

 

100% on February 14, 2020

 

 

 

 

 

 

 

 

305

 

100% on July 31, 2018

 

 

 

 

 

146

 

 

 

 

Total restricted stock and stock units granted

 

 

437

 

 

 

730

 

 

 

496

 

 

The fair value of non-vested shares is determined based on the closing trading price of our shares on the grant date. The fair value of shares vested and distributed during the years ended December 31, 2019, 2018 and 2017 was $7.1 million, $5.0 million, and $3.6 million, respectively.

The outstanding awards under our stock compensation plans are considered participating securities in our earnings per share calculation.