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Equity-Based Compensation
9 Months Ended
Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

12. EQUITY-BASED COMPENSATION

In accordance with ASC 718, Compensation-Stock Compensation, the Company measures the cost of employee services rendered in exchange for share-based compensation based upon the grant date fair market value.  The cost is recognized over the requisite service period, which is generally the vesting period unless service or performance conditions require otherwise.  The Company recognizes the impact of forfeitures as they occur.  The Company has granted stock options, time-vesting restricted shares and units and performance-vesting restricted shares and units.  

Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of comprehensive income as follows:  

 

 

 

For the Three Months Ended September 30,

 

 

For the Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

654

 

 

$

2,119

 

 

$

2,687

 

 

$

6,350

 

Equity compensation expense included in selling, general and administrative expenses

 

 

508

 

 

 

3,064

 

 

 

5,757

 

 

 

12,270

 

Total equity compensation expense

 

$

1,162

 

 

$

5,183

 

 

$

8,444

 

 

$

18,620

 

 

Equity compensation expense included in selling, general and administrative expenses for the nine months ended September 30, 2018, includes approximately $5.5 million related to certain equity awards which were accelerated to vest in connection with the departure of certain executives as required by their respective employment agreements (see Note 14–Restructuring and Other Separation Costs for further details).  

The activity related to the Company’s time-vesting and performance-vesting awards during the nine months ended September 30, 2019 is as follows: 

 

 

 

 

 

 

 

 

 

 

Performance-Vesting Restricted Awards

 

 

 

Time-Vesting

Restricted Awards

 

 

Bonus Performance

Restricted Awards

 

 

Long-Term

Incentive

Performance

Restricted Awards

 

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

 

Shares/Units

 

 

Weighted

Average

Grant Date

Fair Value

per Award

 

Outstanding at December 31, 2018

 

 

901,704

 

 

$

17.34

 

 

 

560,710

 

 

$

15.06

 

 

 

1,155,486

 

 

$

15.82

 

Granted

 

 

84,179

 

 

$

27.68

 

 

 

229,180

 

 

$

25.81

 

 

 

1,281,234

 

 

$

25.92

 

Vested

 

 

(201,122

)

 

$

17.41

 

 

 

(327,004

)

 

$

15.06

 

 

 

(53,859

)

 

$

15.64

 

Forfeited

 

 

(172,585

)

 

$

15.41

 

 

 

(265,638

)

 

$

16.34

 

 

 

(495,384

)

 

$

19.33

 

Outstanding at September 30, 2019

 

 

612,176

 

 

$

19.28

 

 

 

197,248

 

 

$

25.83

 

 

 

1,887,477

 

 

$

21.76

 

The activity related to the Company’s stock option awards during the nine months ended September 30, 2019 is as follows:

 

 

 

Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Life (in years)

 

 

Aggregate

Intrinsic Value       (in thousands)

 

Outstanding at December 31, 2018

 

 

764,577

 

 

$

18.05

 

 

 

 

 

 

 

 

 

Granted

 

 

449,326

 

 

$

25.95

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(109,251

)

 

$

21.38

 

 

 

 

 

 

 

 

 

Expired

 

 

(8,593

)

 

$

18.52

 

 

 

 

 

 

 

 

 

Exercised

 

 

(198,437

)

 

$

18.03

 

 

 

 

 

 

 

 

 

Outstanding at September 30, 2019

 

 

897,622

 

 

$

21.60

 

 

 

7.55

 

 

$

4,336

 

Exercisable at September 30, 2019

 

 

411,309

 

 

$

18.27

 

 

 

5.97

 

 

$

3,309

 

The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2019 was $8.62. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the nine months ended September 30, 2019 were:

Risk-free interest rate

 

 

1.52

%

Expected volatility (a)

 

 

38.82

%

Expected dividend yield

 

 

0.00

%

Expected life (years) (b)

 

 

6.00

 

(a)

Due to the Company’s limited history as a public company, the volatility for the Company’s stock at the date of each grant was estimated using the average volatility calculated for a peer group, which is based upon daily price observations over the estimated term of options granted.

(b)

The expected life was estimated using the simplified method, as the Company does not have sufficient historical exercise data due to the limited period of time its common stock has been publicly traded.

 

Omnibus Incentive Plan

The Company has reserved 15,000,000 shares of common stock for issuance under the Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 8,750,000 shares are available for future issuance as of September 30, 2019.

Bonus Performance Restricted Awards  

During the nine months ended September 30, 2019, the Company granted performance-vesting restricted units (the “Bonus Performance Restricted Units”) in accordance with its annual bonus plan for 2019 (the “2019 Bonus Plan”).  The 2019 Bonus Plan provides for bonus awards payable 50% in cash and 50% in Bonus Performance Restricted Units and is based upon the Company’s achievement of specified performance goals, as defined by the 2019 Bonus Plan, with respect to the year ending December 31, 2019 (the “Fiscal 2019”). The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2019 which ranges from 0% (if below threshold performance) up to 200% (at or above maximum performance).  

The Company also had an annual bonus plan for the fiscal year ended December 31, 2018 (“Fiscal 2018”), under which certain employees were eligible to vest in Bonus Performance Restricted Units based upon the Company’s achievement of certain performance goals with respect to Fiscal 2018.  Based on the Company’s actual Fiscal 2018 results, a portion of these Bonus Performance Restricted Units vested in the nine months ended September 30, 2019 and the remaining forfeited in accordance with their terms.

Long-Term Incentive Awards

During the nine months ended September 30, 2019, the Company granted long-term incentive plan awards for 2019 (the “2019 Long-Term Incentive Grant”) which were comprised of nonqualified stock options (the “Long-Term Incentive Options”) and performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”). Long-Term Incentive Awards for 2019, 2020 and 2021 combined were granted to certain employees during the nine months ended September 30, 2019.  

Long-Term Incentive Options

Long-Term Incentive Options vest over three years, with one-third vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense for these options is recognized using the straight line method.

Long-Term Incentive Performance Restricted Units

The Long-Term Incentive Performance Restricted Units have a three-year performance period beginning on January 1, 2019 and ending on December 31, 2021 and vest based upon the Company’s achievement of specified performance goals for Fiscal 2021, as defined by the 2019 Long-Term Incentive Grant. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 100% (for target or above performance). Upon achievement of the performance goals, only 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. The goal achieved must be met again or exceeded the next fiscal year before the remaining units are earned.

Long-Term Incentive Time Restricted Units

During the nine months ended September 30, 2019, the Company also granted time-restricted units which vest over three years to certain employees, with one-third vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date. Equity compensation expense is recognized using the straight line method.

Other

The Company also has outstanding long-term incentive time restricted shares, long-term incentive performance restricted shares and long-term incentive options granted under previous long-term incentive plan grants.  During the nine months ended September 30, 2019, a portion of the previously granted long-term incentive performance restricted shares related to completed performance periods vested, with the remainder forfeiting in accordance with their terms.  The remaining outstanding long-term incentive performance restricted shares are eligible to vest based upon the Company’s achievement of pre-established performance goals for the respective performance period, as defined. 

The Company recognizes equity compensation expense for its performance-vesting restricted awards if the performance condition is probable of being achieved.  Based on the Company’s progress towards its respective performance goals, a portion of its performance-vesting restricted awards are considered probable of vesting as of September 30, 2019; therefore, equity compensation expense has been recorded accordingly.  If the probability of vesting related to these awards changes in a subsequent period, all equity compensation expense related to those awards that would have been recorded over the requisite service period had the awards been considered probable at the new percentage from inception, will be recorded as a cumulative catch-up or adjustment at such subsequent date.

On October 3, 2019, in connection with its regular review of compensation matters, the Compensation Committee of the Board of Directors, approved certain equity awards designed to recognize employees for their contribution and continued expected contribution to the Company and its goals. A portion of the awards were in the form of time-vesting restricted stock units that will vest 50% on each of the first two anniversaries of the grant date, subject to the recipient’s continued employment on each such vesting date.  Performance-vesting restricted units were also granted which will be earned based on achievement of specific financial metrics.