Stock Based Compensation (Tables)
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12 Months Ended |
Dec. 31, 2020 |
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| Share-based Payment Arrangement [Abstract] |
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| Schedule of Components of Equity-Based Compensation |
The following tables set forth the components of our stock-based compensation and expected tax benefit for years ended 2020, 2019 and 2018 related to the plans in effect during the respective year: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Successor | | | Predecessor | | | Year ended December 31, 2020 | | Period from January 1 to December 31, 2019 | | | Period from January 1 to February 7, 2019 | | Year ended December 31, 2018 | | Stock-based compensation expense: | | | | | | | | | | | Restricted stock and restricted stock units | | $ | 3.1 | | | $ | — | | | | $ | 11.7 | | | $ | 9.6 | | | Stock options | | 23.0 | | | — | | | | — | | | — | | | Incentive units | | 19.0 | | | 11.7 | | | | — | | | — | | | Employee stock purchase plan ("ESPP") | | — | | | — | | | | — | | | 1.2 | | | Total compensation expense | | $ | 45.1 | | | $ | 11.7 | | | | $ | 11.7 | | | $ | 10.8 | |
In connection with the Take-Private Transaction on February 8, 2019, all outstanding stock options and restricted stock units, whether vested or unvested, were cancelled and converted into the right to receive $145 in cash per share, less any applicable exercise price. As a result, an expense of $10.4 million was included in the Predecessor’s net earnings for the period from January 1, 2019 to February 7, 2019 in connection with the acceleration of the vesting of the outstanding grants. In addition, we recorded $56.3 million related to incentive units granted to certain investors for the period from January 1 to December 31, 2019 (Successor). See further discussion below. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Successor | | | Predecessor | | | Year ended December 31, 2020 | | Period from January 1 to December 31, 2019 | | | Period from January 1 to February 7, 2019 | | Year ended December 31, 2018 | | Expected tax benefit: | | | | | | | | | | | Restricted stock and restricted stock units | | $ | 0.5 | | | $ | — | | | | $ | — | | | $ | 2.3 | | | Stock options | | 5.9 | | | — | | | | — | | | — | | | Total compensation expense | | $ | 6.4 | | | $ | — | | | | $ | — | | | $ | 2.3 | |
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| Schedule of Grants during Period |
The following table summarizes the restricted stock, restricted stock units and stock options granted in 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Date | | Number of shares granted | | Grant date fair value per share | | Vesting period (in years) | | Vesting Criteria | | Restricted Stock & RSU's: (1) | | | | | | | | | | August 12, 2020 | | 75,378 | | | $25.87 | | 1.0 | | Service | | August 12, 2020 | | 220,335 | | | $25.87 | | 2.6 | | Service | | August 12, 2020 | | 205,546 | | | $25.87 | | 1.7 | | Service | | November 6, 2020 | | 184,672 | | | $26.13 | | 3.0 | | Service | | November 9, 2020 | | 9,568 | | | $25.88 | | 3.0 | | Service | | December 1, 2020 | | 7,400 | | | $27.03 | | 3.0 | | Service | | | | | | | | | | | Stock Options: | | | | | | | | | | June 30, 2020 (2) | | 4,160,000 | | | $4.80 | | 0.0 | | N/A | | June 30, 2020 (3) | | 3,840,000 | | | $5.19 | | 3.0 | | Service |
(1)Employee awards generally vest ratably over three years and director awards vest 100% after one year. (2)Awards were granted in connection with the IPO and fully vested at time of grant. See Note 19, "Related Parties" for further discussion. (3)Awards vest ratably over three years in annual installments, commencing on the first anniversary of the grant date. The following table sets forth the profits interest units granted subsequent to the Take-Private Transaction during the 2019 Successor period: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Units Granted During Quarter Ended | | Number of Units Granted | | Weighted Average Exercise Price | | Weighted Average Fair Value of Underlying Share | | Weighted Average Fair Value Per Unit | | March 31, 2019 | | 32,987.0078 | | | $10,329.70 | | $10,000.00 | | $2,449.59 | | June 30, 2019 | | 1,726.5100 | | | $10,329.70 | | $10,000.00 | | $2,366.59 | | September 30, 2019 | | 74.7300 | | | $10,329.70 | | $10,000.00 | | $2,198.20 | | December 31, 2019 | | 198.0500 | | | $10,329.70 | | $10,000.00 | | $2,140.61 | | Total | | 34,986.2978 | | | | | | | $2,443.21 |
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| Schedule of Restricted Stock and RSU Activity |
The following tables summarize the restricted stock, RSU's and stock options activity in 2020: | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock & RSU's | | Number of
Shares | | Weighted-Average
Grant Date
Fair Value | | Weighted Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in millions) | | Balances, January 1, 2020 | — | | | $— | | | | | | Granted (4) | 702,899 | | | $25.95 | | | | | | Forfeited | — | | | $— | | | | | | Vested | — | | | $— | | | | | | Balances, December 31, 2020 | 702,899 | | | $25.95 | | 1.3 | | $17.5 |
(4)Included in the RSU's granted during the period is the conversion of 205,546 phantom units.
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| Schedule of Stock Option Activity |
| | | | | | | | | | | | | | | | | | | | | | | | | Stock Options | | Number of
Options | | Weighted-Average
Exercise price | | Weighted Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in millions) | | Balances, January 1, 2020 | — | | | $— | | | | | | Granted | 8,000,000 | | | $22.00 | | | | | | Forfeited | (350,000) | | | $22.00 | | | | | | Vested | — | | | $— | | | | | | Balances, December 31, 2020 | 7,650,000 | | | $22.00 | | 6.5 | | $22.2 | | | | | | | | | | Expected to vest as of December 31, 2020 | 3,490,000 | | | $22.00 | | 6.5 | | $10.1 | | Exercisable as of December 31, 2020 | 4,160,000 | | | $22.00 | | 6.5 | | $12.1 |
Changes in stock options for the period from January 1, 2019 to February 7, 2019 are summarized as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares | | Weighted Average Grant-Date Fair Value Per Share | | Weighted Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in millions) | | Stock Options: | | | | | | | | | | Outstanding at December 31, 2018 | | 55,174 | | | $84.15 | | 3.2 | | $3.2 | | Granted | | — | | | — | | | | | | | Exercised | | — | | | — | | | | | | | Forfeited or expired | | — | | | — | | | | | | | Outstanding at February 7, 2019 | | 55,174 | | | $84.15 | | 3.1 | | $3.4 | | | | | | | | | | | Exercisable at February 7, 2019 (1) | | 55,174 | | | $84.15 | | 3.1 | | $3.4 |
(1)Options were exchanged for rights to receive $145 per share, less applicable exercise price, on February 8, 2019 upon the consummation of the Take-Private Transaction.
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| Schedule of Fair Value Assumptions |
The assumptions for the Black-Scholes valuation model related to stock options granted during the year ended December 31, 2020 are set forth in the following table: | | | | | | | Weighted Average Assumptions | | | Expected Stock Price Volatility | 28 | % | | Expected Dividend Yield | 0.0 | % | | Expected Life of Option (in years) | 3.98 | | Risk-Free Interest Rate | 0.23 | % | | Black Scholes Value | $4.99 | | Exercise Price | $22.00 |
The weighted average assumptions used to estimate fair value for grants made under the Successor equity-based award program are summarized as follows: | | | | | | | | | | | | | Class B
Units | | Class C
Units | | Expected Stock Price Volatility | 43.9 | % | | 43.9 | % | | Risk-free interest rate | 2.43 | % | | 2.40 | % | | Time to liquidity (in years) | 3.5 | | 3.4 | | Expected dividend yield | — | | | — | | | Fair Value of units | $3,480 | | $3,332 | | Discount for lack of marketability | 27 | % | | 28 | % | | Adjusted fair value of units | $2,540 | | $2,443 |
For awards based on the Company’s stock price appreciation, we have calculated the fair value on the date of grant using a Monte Carlo simulation model, as these awards contained a market condition. The following table sets forth the weighted average assumptions: | | | | | | | 2018 | | Expected Stock Price Volatility | 24 | % | | Expected dividend yield | 1.7 | % | | Expected term (in years) | 3.0 | | Risk-free interest rate | 2.33 | % | | Fair value of RSUs granted | $141.44 |
For awards based on the Company’s three-year TSR performance relative to Standard & Poor’s 500 companies, we have calculated the fair value on the date of grant using a Monte Carlo simulation model, as these awards contained a market condition. The following table sets forth the weighted average assumptions: | | | | | | | 2018 | | Expected Stock Price Volatility | 25 | % | | Expected dividend yield | 1.7 | % | | Expected term (in years) | 2.8 | | Risk-free interest rate | 2.32 | % | | Fair value of RSUs granted | $171.93 |
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| Schedule of Nonvested Performance-Based Restricted Stock Units Activity |
Changes in our nonvested performance-based restricted stock units for the period from January 1, 2019 to February 7, 2019 are summarized as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares | | Weighted Average Grant-Date Fair Value Per Share | | Weighted Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in millions) | | Performance-based Restricted Stock Units: | | | | | | | | | | Nonvested Shares at December 31, 2018 | | 143,236 | | | $122.11 | | 1.3 | | $20.4 | | Granted | | — | | | — | | | | | | | Adjustment For Shares Earned Against Target (1) | | 5,727 | | | $0.00 | | | | | | Vested | | — | | | — | | | | | | | Forfeited | | (869) | | | $129.33 | | | | | | Shares at February 7, 2019 (2) | | 148,094 | | | $122.07 | | | | $21.5 |
(1)Represents share adjustment as a result of final and expected performance against specified performance targets. (2)Options were exchanged for rights to receive $145 per share, less applicable exercise price, on February 8, 2019 upon the consummation of the Take-Private Transaction.
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| Schedule of Nonvested Service-Based Restricted Stock Units Activity |
Changes in our nonvested service-based restricted stock units for the period from January 1, 2019 to February 7, 2019 are summarized as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares | | Weighted Average Grant-Date Fair Value Per Share | | Weighted Average Remaining Contractual Term (in years) | | Aggregate Intrinsic Value (in millions) | | Service-based Restricted Stock Units: | | | | | | | | | | Nonvested Shares at December 31, 2018 | | 122,757 | | | $111.74 | | 1.1 | | $17.5 | | Granted | | — | | | | | | | | | Vested | | (1,253) | | | $117.91 | | | | | | Dividend equivalent rights | | 4,692 | | | | | | | | | Forfeited | | (869) | | | $121.65 | | | | | | Nonvested Shares at February 7, 2019 (1) | | 125,327 | | | $112.86 | | 1.0 | | $18.2 |
(1)Shares were exchanged for rights to receive $145 per share on February 8, 2019 upon the consummation of the Take-Private Transaction.
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| Schedule of ESPP Valuation Assumptions |
Expense for ESPP was based on the fair value of the first day of the offering period which was calculated using the Black-Scholes option valuation model that used the weighted average assumptions in the following table: | | | | | | | 2018 | | Expected Stock Price Volatility | 22 | % | | Expected dividend yield | 1.8 | % | | Expected term (in years) | 0.5 | | Risk-free interest rate | 1.96 | % | | Fair value of options granted | $24.25 |
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