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

19. EQUITY-BASED COMPENSATION

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

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

4,076

 

 

$

7,387

 

 

$

7,049

 

Equity compensation expense included in selling, general and administrative expenses

 

 

7,030

 

 

 

14,765

 

 

 

16,154

 

Total equity compensation expense

 

$

11,106

 

 

$

22,152

 

 

$

23,203

 

Equity compensation expense for the year ended December 31, 2018, includes approximately $5.5 million related to equity awards which were accelerated to vest in connection with the departure of certain executives as required by their respective employment agreements (see Note 21–Severance and Other Separation Costs for further details). Equity compensation expense for the year ended December 31, 2017 includes approximately $8.4 million related to certain of the Company’s performance-vesting restricted shares (see the 2.75x Performance Restricted shares section which follows for further details).  Total unrecognized equity compensation expense for all equity compensation awards probable of vesting as of December 31, 2019 was approximately $22.7 million, which is expected to be recognized over a weighted-average period of 1.6 years.

The total fair value of shares which vested during the years ended December 31, 2019, 2018 and 2017 was approximately $9.7 million, $12.1 million and $13.8 million, respectively. The weighted average grant date fair value per share of time-vesting and performance-vesting restricted awards granted during the years ended December 31, 2019, 2018 and 2017 were $26.55, $15.40 and $17.71 per share, respectively.

The activity related to the Company’s time-vesting and performance-vesting restricted awards during the year ended December 31, 2019 was 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

 

 

Shares/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

 

 

270,540

 

 

$

27.16

 

 

 

395,351

 

 

$

26.04

 

 

 

1,583,791

 

 

$

26.57

 

Vested

 

 

(221,571

)

 

$

17.22

 

 

 

(331,811

)

 

$

15.06

 

 

 

(55,469

)

 

$

15.61

 

Forfeited

 

 

(224,762

)

 

$

17.17

 

 

 

(290,577

)

 

$

17.33

 

 

 

(827,980

)

 

$

21.78

 

Outstanding at December 31, 2019

 

 

725,911

 

 

$

21.08

 

 

 

333,673

 

 

$

26.10

 

 

 

1,855,828

 

 

$

22.34

 

 

The total intrinsic value of stock options exercised during the years ended December 31, 2019 and 2018 was approximately $2.4 million and $1.7 million, respectively and immaterial during the year ended December 31, 2017.  The activity related to the Company’s stock option awards during the year ended December 31, 2019 was 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

 

 

606,343

 

 

$

26.83

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(237,209

)

 

$

23.69

 

 

 

 

 

 

 

 

 

Expired

 

 

(8,593

)

 

$

18.52

 

 

 

 

 

 

 

 

 

Exercised

 

 

(211,096

)

 

$

17.98

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2019

 

 

914,022

 

 

$

22.43

 

 

 

7.49

 

 

$

8,491

 

Exercisable at December 31, 2019

 

 

399,701

 

 

$

18.30

 

 

 

5.72

 

 

$

5,359

 

The weighted average grant date fair value of stock options granted during the year ended December 31, 2019 was $9.41. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the year ended December 31, 2019 were:

Risk-free interest rate

 

 

2.27

%

Expected volatility (a)

 

 

31.44

%

Expected dividend yield

 

 

0.00

%

Expected life (years) (b)

 

 

6.00

 

(a)

Prior to April 2019, due to the Company’s limited history as a public company, the volatility for the Company’s stock was estimated using the average volatility calculated for a peer group, which was 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.

The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period, if the performance condition is probable of being achieved.  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 at such subsequent date.

Omnibus Incentive Plan

The Company has reserved 15,000,000 shares of common stock for issuance under the Company’s Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 8,480,000 are available for future issuance as of December 31, 2019.

Bonus Performance Restricted Awards

During the year ended December 31, 2019, the Company granted performance-vesting restricted units (the “Bonus Performance Restricted Awards”) 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 Awards and is based upon the Company’s achievement of specified performance goals, as defined by the 2019 Bonus Plan, with respect to the year ended 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) and up to 200% (at or above maximum performance).  

Separately, on October 3, 2019, in connection with its regular review of compensation matters, the Compensation Committee of the Board, approved certain equity awards designed to recognize employees for their contribution and continued expected contribution to the Company and its goals (the “October 2019 Grant”). A portion of these awards were in the form of performance-vesting restricted units which are eligible to vest based on achievement of specific performance goals with respect to Fiscal 2019.     

In accordance with ASC 718, Compensation-Stock Compensation, equity compensation expense is recorded on shares probable of vesting. Based on the Company’s actual Fiscal 2019 results with respect to specific performance goals, a portion of the outstanding performance-vesting restricted awards related to the Fiscal 2019 performance goals were considered probable of vesting as of December 31, 2019; therefore, equity compensation expense has been recorded related to these awards. These awards are expected to vest in accordance with their terms, at which time any unearned units will forfeit.  

 The Company also had an annual bonus plan for the year ended December 31, 2018 (the “Fiscal 2018”), under which certain employees were eligible to vest in performance-vesting restricted units based upon the Company’s achievement of specified performance goals with respect to Fiscal 2018. Based on the Company’s actual Fiscal 2018 results, a portion of these units vested in the year ended December 31, 2019 and the remainder forfeited in accordance with their terms.

2019 Long-Term Incentive Awards

During the year ended December 31, 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 year ended December 31, 2019.  

Long-Term Incentive Options

The Long-Term Incentive Options generally 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 for each tranche over the three year vesting period using the straight line method. Upon stock option exercises, authorized but unissued shares are issued by the Company.

Long-Term Incentive Performance Restricted Units

The Long-Term Incentive Performance Restricted Units originally granted in 2019 (the “2019 LTIP Performance Awards”) contained a three-year performance period consisting of the 2019-2021 calendar years (or, extended through the end of the 2022 calendar year, as applicable) and were eligible to vest based upon the Company’s achievement of specific performance goals for the performance period, 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.

In November 2019, certain performance-vesting restricted stock units were granted to the Company’s new Chief Executive Officer (the “CEO Performance Awards”).  The CEO Performance Awards have a three-year performance period consisting of the 2020-2022 calendar years (or, extended through the end of the 2023 calendar year, as applicable) which are eligible to vest based upon the Company’s achievement of specific performance goals for the performance period, as defined by the CEO Performance Awards.  The performance period and the performance goals for the CEO Performance Awards differed from those of the 2019 LTIP Performance Awards, as such, on February 25, 2020, the Board approved a modification (the “Modification”) to the 2019 LTIP Performance Awards in order to better align its terms with those of the CEO Performance Awards.  The Compensation Committee of the Board determined that it was preferable to align the 2019 LTIP Performance Awards with the CEO Performance Awards to put everyone on the same performance cycle with the same performance goals. Pursuant to the Modification, the threshold and target performance goals were revised to align with the CEO Performance Awards threshold and target performance goals and the performance period was extended through calendar year 2022 (or, the end of the 2023 calendar year, as applicable) consistent with the CEO Performance Awards.

Equity compensation expense has not yet been recorded related to these awards. The Company will use the respective modification date fair value to record equity compensation expense related to the Modification awards when and if they become probable of vesting in a future period, in accordance with the guidance in ASC 718, Compensation-Stock Compensation.

Other Long-Term Incentive Awards

During the year ended December 31, 2019, the Company also granted time-vesting 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. Separately, as part of the October 2019 Grant, time-vesting restricted units were also granted which 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. Equity compensation expense related to these awards is recognized using the straight line method.

Previous Long-Term Incentive Awards

The Company also has outstanding time-vesting restricted awards (the “Long-Term Incentive Time Restricted Awards”), performance-vesting restricted awards (the “Long-Term Incentive Performance Restricted Awards”) and Long-Term Incentive Options granted under previous long-term incentive plan grants.  

During the year ended December 31, 2019, a portion of the previously granted Long-Term Incentive Performance Restricted Awards related to completed performance periods vested, with the remainder forfeiting in accordance with their terms.  The remaining outstanding Long-Term Incentive Performance Restricted Awards related to future performance periods are eligible to vest based upon the Company’s achievement of pre-established performance goals for the respective performance period, as defined.  Based on the Company’s actual results for 2019, a portion of the previously granted Long-Term Incentive Performance Restricted Awards related to the performance period which ended on December 31, 2019 are expected to vest in the first quarter of 2020, with the remainder forfeiting in accordance with their terms.

2.75x Performance Restricted Shares

The Company had awarded under its previous incentive plans certain performance-vesting restricted shares (the “2.75x Performance Restricted shares”).  During the first quarter of 2017, the Company modified certain 2.75x Performance Restricted shares to vest 60% upon the closing of the ZHG Transaction on May 8, 2017 (see Note 17–Related-Party Transactions).  The remaining outstanding unvested 2.75x Performance Restricted shares forfeited in the second quarter of 2018.  

As the modification discussed above was based on a liquidity event, for accounting purposes, the 2.75x Performance Restricted shares were not considered probable of vesting until such time the ZHG Transaction was consummated.  In accordance with the guidance in ASC 718, Compensation-Stock Compensation, as the 2.75x Performance Restricted shares were not considered probable of vesting before or after the date of modification, the Company used the respective modification date fair value to record equity compensation expense related to the modified shares when the liquidity event occurred. As a result, during the year ended December 31, 2017, the Company recognized non-cash equity compensation expense related to all of the 2.75x Performance Restricted shares of approximately $8.4 million and paid cash accumulated dividends related to previous dividend declarations of approximately $1.3 million.

Other

During the year ended December 31, 2019, the Company granted equity awards to its non-employee members of its Board which will vest on the day before the Company’s next annual meeting. Each eligible Board member elected the form of their equity award as either deferred stock units (“DSUs”) or restricted stock units (“RSUs”). Each DSU granted in 2019 represents the right to receive one share of the Company’s common stock three months after the respective director leaves the Board.  Upon vesting, each RSU will be converted into one share of the Company’s common stock.