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Share-Based Payments
9 Months Ended
Sep. 30, 2018
Share-Based Payments [Abstract]  
Share-Based Payments

18.  Share-based payments

Share-based payments consist of the following compensation costs:



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



Three months ended

 

Nine months ended



September 30,

 

September 30,



 

2018 

 

 

2017 

 

 

2018 

 

 

2017 

Stock option compensation expense:

 

 

 

 

 

 

 

 

 

 

 

SG&A expenses

$

2,066 

 

 

2,920 

 

$

6,354 

 

$

6,244 

Acquisition-related costs

 

162 

 

 

 -

 

 

357 

 

 

4,752 

Share unit expense (recovery):

 

 

 

 

 

 

 

 

 

 

 

Equity-classified share units

 

2,718 

 

 

(176)

 

 

8,978 

 

 

1,871 

Liability-classified share units

 

300 

 

 

821 

 

 

2,245 

 

 

246 

Employee share purchase plan -

 

 

 

 

 

 

 

 

 

 

 

employer contributions

 

538 

 

 

468 

 

 

1,630 

 

 

1,350 



$

5,784 

 

$

4,033 

 

$

19,564 

 

$

14,463 

Share unit expense (recovery) and employer contributions to the employee share purchase plan are recognized in SG&A expenses.



Stock option plan

Stock option activity for the nine months ended September 30, 2018 is presented below:



 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 



 

 

WA

 



Common

 

 

WA

remaining

 

 

Aggregate



shares under

 

 

exercise

contractual

 

 

intrinsic



option

price

life (in years)

value

Outstanding, December 31, 2017

4,459,744 

 

$

24.29  7.5 

 

$

17,649 

Granted

914,967 

 

 

32.12 

 

 

 

 

Exercised

(1,154,541)

 

 

23.45 

 

 

$

13,472 

Forfeited

(77,644)

 

 

27.04 

 

 

 

 

Expired

(1,302)

 

 

25.76 

 

 

 

 

Outstanding,September 30, 2018

4,141,224 

 

$

26.20  7.4 

 

$

41,122 

Exercisable, September 30, 2018

2,107,984 

 

$

24.08  6.4 

 

$

25,401 



The fair value of the stock option grants is estimated on the date of the grant using the Black-Scholes option pricing model. The weighted average grant date fair value of options granted during the nine months ended September 30, 2018 was $7.68. 

 

The significant assumptions used to estimate the fair value of stock options granted during the nine months ended September 30, 2018 and 2017 are presented in the following table on a weighted average basis:



 

 



 

 

Nine months ended September 30,

2018  2017 

Risk free interest rate

2.7%  2.0% 

Expected dividend yield

2.11%  2.14% 

Expected lives of the stock options

5 years

5 years

Expected volatility

28.1%  27.8% 



18.  Share-based payments (continued)

As at September 30, 2018, the unrecognized stock-based compensation cost related to the unvested stock options was $6,485,000 which is expected to be recognized over a weighted average period of 2.1 years. 



Share unit plans

Share unit activity for the nine months ended September 30, 2018 is presented below:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Equity-classified awards

 

Liability-classified awards



PSUs

 

RSUs

 

PSUs

 

RSUs

 

DSUs



 

WA grant

 

 

WA grant

 

 

WA grant

 

 

WA grant

 

 

WA grant



 

 

date fair

 

 

 

date fair

 

 

 

date fair

 

 

 

date fair

 

 

 

date fair



Number

 

value

 

Number

 

value

 

Number

 

value

 

Number

 

value

 

Number

 

value



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, December 31, 2017

434,248 

$

27.83 

 

125,152 

$

26.93 

 

259,241 

$

26.38 

 

4,666 

$

26.42 

 

93,487 

$

26.32 

Granted

235,426 

 

35.70 

 

90,147 

 

32.08 

 

 -

 

 -

 

66 

 

34.70 

 

19,448 

 

33.36 

Transferred to equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

awards on modification

257,659 

 

31.30 

 

 -

 

 -

 

(257,659)

 

26.38 

 

 -

 

 -

 

 -

 

 -

Vested and settled

(212,263)

 

33.78 

 

 -

 

 -

 

 -

 

 -

 

(975)

 

27.58 

 

(6,605)

 

23.16 

Forfeited

(43,071)

 

31.42 

 

(5,219)

 

31.99 

 

(1,582)

 

26.45 

 

 -

 

 -

 

 -

 

 -

Outstanding, September 30, 2018

671,999 

$

31.45 

 

210,080 

$

29.02 

 

 -

$

 -

 

3,757 

$

26.27 

 

106,330 

$

27.80 



At September 30, 2018, the unrecognized share unit expense related to equity-classified PSUs was $9,597,000  which is expected to be recognized over a weighted average period of 1.8 years. The unrecognized share unit expense related to equity-classified RSUs was $4,540,000 which is expected to be recognized over a weighted average period of 2.3 years. The unrecognized share unit expense related to liability-classified RSUs was $6,000, which is expected to be recognized over a weighted average period of 0.1 years. There is no unrecognized share unit expense related to liability-classified DSUs, as they vest immediately upon grant.



Senior executive and employee PSU plans

The Company grants PSUs under a senior executive PSU plan and an employee PSU plan (the “PSU Plans”).  Under the PSU Plans, the number of PSUs that vest is conditional upon specified market, service, and performance vesting conditions being met.  The PSU Plans allow the Company to choose whether to settle the awards in cash or in shares.  With respect to settling in shares, the Company has the option to either (i) arrange for the purchase shares on the open market on the employee’s behalf based on the cash value that otherwise would be delivered, or (ii) to issue a number of shares equal to the number of units that vest.



On March 1, 2018, the Company modified the market and performance vesting conditions for the PSUs. Concurrently, the employee PSU plan were reclassified to equity awards, based on the Company’s settlement intentions. The weighted average fair value of the PSU awards outstanding on the modification date was $31.35.  The incremental compensation recognized as a result of the vesting condition modification was $1,400,000. The share unit liability related to the employee PSUs, representing the portion of the fair value attributable to past service, was $6,701,000, which was reclassified to equity on that date. No incremental compensation was recognized as a result of the employee PSU settlement modification.

   



18.  Share-based payments (continued)

Senior executive and employee PSU plans (continued)

The fair value of the equity-classified PSUs is estimated on modification date and on the date of grant using a Monte-Carlo simulation model. The significant assumptions used to estimate the fair value of the equity-classified PSUs during the nine months ended September 30, 2018 are presented in the following table on a weighted average basis:



 

 



 

 

Nine months ended September 30,

 

2018 

Risk free interest rate

 

1.9% 

Expected dividend yield

 

2.09% 

Expected lives of the PSUs

 

3 years

Expected volatility

 

31.1% 

Average expected volatility of comparable companies

 

34.1% 



Sign-on grant PSUs

On September 11, 2018, the Company modified the performance vesting conditions for the sign-on grant PSUs which are equity classified PSU awards recorded in temporary equity.  The modification impacted the third and fourth tranches of PSUs to vest, and the actual number of units to vest will be determined by the Board of Directors of the Company based on absolute Total Shareholder Return (“TSR”) performance over the period commencing on July 1, 2017, and ending on the fourth and fifth anniversaries of the grant date.  Prior to this modification, the absolute TSR performance period commenced on August 11, 2014.  The weighted average fair value of the PSU awards outstanding on the modification date was $43.34.  The incremental compensation recognized as a result of the vesting condition modification was $838,000.    



The incremental compensation recognized is determined based on the change in fair value of the equity-classified sign-on grant PSUs immediately before and after the modification.  Significant assumptions used to estimate the fair value of the equity-classified PSUs to determine the incremental compensation cost is as follows:



 

 



 

 

September 11, 2018

 

 

Risk free interest rate

 

2.7% 

Expected dividend yield

 

1.53% 

Expected lives of the PSU

 

1 year

Expected volatility

 

29.2%