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Stock Compensation
12 Months Ended
Dec. 31, 2021
Share-based Payment Arrangement [Abstract]  
Stock Compensation STOCK COMPENSATION
The Company granted equity compensation under its Amended and Restated 1999 Long-Term Incentive Plan (the “1999 Plan”) until the 1999 Plan expired on December 31, 2013. On May 16, 2014, the Company’s stockholders approved the 2014 Management Incentive Plan (the “2014 Plan”). The 2014 Plan replaced the 1999 Plan. Like the 1999 Plan, the 2014 Plan provides for the Company to grant stock options, stock appreciation rights and restricted stock. The 2014 Plan also provides for awards based on a multi-year performance period and for annual short-term awards based on a twelve-month performance period. Shares available for issuance under the 2014 Plan are 6,377,538 shares. The Company may satisfy its obligations under any award granted under the 2014 Plan by issuing new shares. Awards previously granted under the 1999 Plan remain outstanding in accordance with their terms.
Stock Options. The Company recognized compensation expense of $849, $1,428 and $1,923 related to stock options in the years ended December 31, 2021, 2020 and 2019, respectively.
All awards have a contractual term of ten years and awards vest over a period of two to seven years depending upon each grant. The fair value of option grants is estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including expected stock price characteristics which are significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, the existing models do not necessarily provide a reliable single measure of the fair value of stock-based compensation awards.
The assumptions used under the Black-Scholes option pricing model in computing fair value of options are based on the expected option life considering both the contractual term of the option and expected employee exercise behavior, the interest rate associated with U.S. Treasury issues with a remaining term equal to the expected option life and the expected volatility of the Company’s common stock over the expected term of the option. The assumptions used for grants in the year ended December 31, 2019 were as follows:
2019
Risk-free interest rate
2.5% - 2.7%
Expected volatility
20.24% - 20.45%
Dividend yield0.0 %
Expected holding period
4 - 10 years
Weighted-average grant date fair value (1)
$2.36 - $4.08
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(1)Per share amounts have not been adjusted to give effect to the stock dividend in 2019.
A summary of employee stock option transactions follows:
Number of
Shares
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual Term
(Years)
Aggregate
Intrinsic
Value(1)
Outstanding on January 1, 20195,860,833 $13.16 4.1$1,095 
Granted406,875 $10.92   
Exercised(1,824,351)$8.67   
Canceled(11)$—   
Outstanding on December 31, 20194,443,346 $14.80 5.0$4,427 
Exercised(620,527)$11.14   
Outstanding on December 31, 20203,822,819 $15.40 4.6$487 
Exercised— $—   
Outstanding on December 31, 20213,822,819 $15.40 3.6$238 
Options exercisable at:    
December 31, 20192,689,673    
December 31, 20202,540,150    
December 31, 20212,988,727    
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(1)The aggregate intrinsic value represents the amount by which the fair value of the underlying common stock ($11.48, $11.65 and $13.39 at December 31, 2021, 2020 and 2019, respectively) exceeds the option exercise price.
Additional information relating to options outstanding at December 31, 2021 follows:
 Options OutstandingOptions Exercisable
Range of Exercise PricesOutstanding
as of
Weighted-Average
Remaining
Contractual Life
(Years)
Weighted-Average
Exercise Price
Exercisable
as of
Weighted-Average
Remaining
Contractual Life
(Years)
Weighted-Average
Exercise Price
Aggregate Intrinsic Value
12/31/202112/31/2021
$9.86-$11.831,462,190 2.8$11.32 1,055,315 1.2$11.47 $— 
$11.83-$13.80— — $— — — $— — 
$13.80-$15.77519,278 2.4$14.68 519,278 2.4$14.68 — 
$15.77-$17.74— — $— — — $— — 
$17.74-$19.711,841,351 4.6$18.84 1,414,134 4.1$18.96 — 
 3,822,819 3.6$15.40 2,988,727 2.8$15.57 $238 
As of December 31, 2021, there was $381 of total unrecognized compensation cost related to unvested stock options. The cost is expected to be recognized over a weighted-average period of approximately 0.65 years at December 31, 2021.
As a result of adopting ASU 2016-09, the Company reflects the net excess tax benefits of stock-based compensation in its consolidated financial statements as a component of “Cash Flows from Operating Activities.”
The Company has elected to use the long-form method under which each award grant is tracked on an employee-by-employee basis and grant-by-grant basis to determine if there is a tax benefit or tax deficiency for such award. The Company then compares the fair value expense to the tax deduction received for each grant in order to calculate the related tax benefits and deficiencies. All excess tax benefits and deficiencies are recognized as a component of income tax expense or benefit on the income statement.
The total intrinsic value of options exercised during the year ended December 31, 2020 was $835. Tax benefits related to option exercises of $104 were recorded as reductions to income tax expense for the year ended December 31, 2020.
The total intrinsic value of options exercised during the year ended December 31, 2019 was $6,577. Tax benefits related to option exercises of $1,546 were recorded as reductions to income tax expense for the year ended December 31, 2019.
Restricted Stock Awards. In 2021, the Company granted 623,500 restricted shares of the Company’s common stock pursuant to the 2014 Plan. The shares vest over a period of four years and the Company will recognize $8,919 of expense over the vesting period. The Company recognized expense of $4,245 for the year ended December 31, 2021.
In 2021, the Company granted an award of 250,000 shares of its common stock pursuant to its 2014 Plan subject to service and performance-based vesting (and continued employment) over a period of four-years. The Company will recognize $3,578 of expense over the vesting period. The Company recognized expense of $1,699 for the year ended December 31, 2021.
In 2020, the Company granted 425,000 restricted shares of the Company’s common stock pursuant to the 2014 Plan. The shares vest over a period of four years and the Company will recognize $5,041 of expense over the vesting period. The Company recognized expense of $2,271 and $747 for the years ended December 31, 2021 and 2020, respectively.
In 2019, the Company granted 63,000 restricted shares of the Company’s common stock pursuant to the 2014 Plan. The shares vest over a period of three years and the Company will recognize $564 of expense over the vesting period. The Company recognized expense of $209, $188 and $124 for the years ended December 31, 2021, 2020, and 2019, respectively.
The Company recognized expense of $5,525, $7,022, and $7,043 for the years ended December 31, 2021, 2020 and 2019, respectively, related to performance based restricted stock awards granted in 2013, 2014 and 2015.
As of December 31, 2021, there was $10,627 of total unrecognized compensation costs related to unvested restricted stock awards. The cost is expected to be recognized over a weighted-average period of approximately 1.41 years.
As of December 31, 2020, there was $12,081 of total unrecognized compensation costs related to unvested restricted stock awards.
The Company’s accounting policy is to treat dividends paid on unvested restricted stock as a reduction to additional paid-in capital on the Company’s consolidated balance sheets.
Included in the stock compensation costs for the year ended December 31, 2021, were expenses of $4,317 associated with the acceleration of stock compensation in connection with the Company’s spin-off of Douglas Elliman.