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Stock-Based Compensation
6 Months Ended
Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Stock-Based Compensation
Stock-Based Compensation

We maintain the Second Amended and Restated 2010 Stock Incentive Plan (Stock Incentive Plan), which allows us to grant stock-based compensation awards, including stock options, restricted stock units, phantom stock, and unrestricted stock units. Under the Stock Incentive Plan, we have 12,623,538 shares of common stock reserved and authorized for issuance subject to stock splits, dividends, and other similar events. At June 30, 2018, 6,571,411 shares were available for grant under the Stock Incentive Plan. We issue new shares of common stock upon the exercise of stock options or when vesting conditions on restricted stock units are fully satisfied. These shares are subject to a fungible share provision such that the authorized share reserve is reduced by (i) one share for every one share subject to a stock option or share appreciation right granted under the Plan and (ii) 1.7 shares for every one share of common stock that was subject to an award other than an option or share appreciation right.

As part of the acquisition of SSNI, we reserved and authorized 2,880,039 shares, collectively, of Itron common stock to be issued under the Stock Incentive Plan for certain SSNI common stock awards that were converted to Itron common stock awards on January 5, 2018 (Acquisition Date) pursuant to the Agreement and Plan of Merger or were available for issuance pursuant to future awards under the Silver Spring Networks, Inc. 2012 Equity Incentive Plan (SSNI Plan). New stock-based compensation awards originally from the SSNI Plan may only be made to individuals who were not employees of Itron as of the Acquisition Date. Notwithstanding the foregoing, there is no fungible share provision for shares originally from the SSNI Plan. 

We also periodically award phantom stock units, which are settled in cash upon vesting and accounted for as liability-based awards with no impact to the shares available for grant.

In addition, we maintain the Employee Stock Purchase Plan (ESPP), for which 322,765 shares of common stock were available for future issuance at June 30, 2018.

Unrestricted stock and ESPP activity for the three and six months ended June 30, 2018 and 2017 was not significant.

Stock-Based Compensation Expense
Total stock-based compensation expense and the related tax benefit were as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
 
(in thousands)
Stock options
$
952

 
$
598

 
$
1,783

 
$
1,257

Restricted stock units
7,365

 
4,071

 
14,422

 
8,368

Unrestricted stock awards
207

 
255

 
414

 
510

Phantom stock units
587

 
492

 
1,277

 
884

Total stock-based compensation
$
9,111

 
$
5,416

 
$
17,896

 
$
11,019

 
 
 
 
 
 
 
 
Related tax benefit
$
1,594

 
$
1,100

 
$
3,128

 
$
2,328



Stock Options
A summary of our stock option activity is as follows:
 
Shares
 
Weighted
Average Exercise
Price per Share
 
Weighted Average
Remaining
Contractual Life
 
Aggregate
Intrinsic Value
 
Weighted
Average Grant
Date Fair Value
 
(in thousands)
 
 
 
(years)
 
(in thousands)
 
 
Outstanding, January 1, 2017
959

 
$
45.64

 
6.6
 
$
19,125

 
 
Granted
132

 
65.80

 
 
 
 
 
$
21.99

Exercised
(34
)
 
37.58

 
 
 
933

 
 
Forfeited
(35
)
 
47.38

 
 
 
 
 
 
Expired
(47
)
 
67.43

 
 
 
 
 
 
Outstanding, June 30, 2017
975

 
$
47.54

 
6.7
 
$
21,680

 
 
 
 
 
 
 
 
 
 
 
 
Outstanding, January 1, 2018
956

 
$
47.10

 
6.3
 
$
21,965

 
 
Converted upon acquisition
42

 
51.86

 
 
 
 
 
$
14.86

Granted
101

 
69.30

 
 
 
 
 
$
24.83

Exercised
(87
)
 
40.08

 
 
 
2,779

 
 
Forfeited
(3
)
 
68.43

 
 
 
 
 
 
Expired
(66
)
 
95.33

 
 
 
 
 
 
Outstanding, June 30, 2018
943

 
$
46.92

 
6.7
 
$
14,066

 
 
 
 
 
 
 
 
 
 
 
 
Exercisable June 30, 2018
648

 
$
41.97

 
5.8
 
$
12,006

 
 
 
 
 
 
 
 
 
 
 
 
Expected to vest, June 30, 2018
295

 
$
57.82

 
8.7
 
$
2,061

 
 

At June 30, 2018, total unrecognized stock-based compensation expense related to nonvested stock options was $4.1 million, which is expected to be recognized over a weighted average period of approximately 1.6 years.

The weighted-average assumptions used to estimate the fair value of stock options granted and the resulting weighted average fair value are as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Expected volatility
%
 
30.8
%
 
30.9
%
 
32.6
%
Risk-free interest rate
%
 
1.8
%
 
2.8
%
 
2.0
%
Expected term (years)
N/A

 
5.5

 
6.1

 
5.5



There were no employee stock options granted for the three months ended June 30, 2018.

Restricted Stock Units
The following table summarizes restricted stock unit activity:
 
Number of
Restricted Stock Units
 
Weighted
Average Grant
Date Fair Value
 
Aggregate
Intrinsic Value
 
(in thousands)
 
 
 
(in thousands)
Outstanding, January 1, 2017
701

 

 
 
Granted
140

 
$
65.48

 
 
Released
(328
)
 

 
$
12,533

Forfeited
(19
)
 

 
 
Outstanding, June 30, 2017
494

 

 
 
 
 
 
 
 
 
Outstanding, January 1, 2018
556

 
$
47.68

 
 
Converted upon acquisition
579

 
69.40

 
 
Granted
150

 
67.61

 
 
Released
(445
)
 
53.01

 
$
23,609

Forfeited
(79
)
 
68.56

 
 
Outstanding, June 30, 2018
761

 
62.85

 
 
 
 
 
 
 
 
Vested but not released, June 30, 2018
11

 
 
 
$
656

 
 
 
 
 
 
Expected to vest, June 30, 2018
699

 
 
 
$
41,948


At June 30, 2018, total unrecognized compensation expense on restricted stock units was $48.8 million, which is expected to be recognized over a weighted average period of approximately 2.2 years.

The weighted-average assumptions used to estimate the fair value of performance-based restricted stock units granted and the resulting weighted average fair value are as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2018
 
2017
 
2018
 
2017
Expected volatility
%
 
28.0
%
 
28.0
%
 
28.0
%
Risk-free interest rate
%
 
1.4
%
 
2.2
%
 
1.1
%
Expected term (years)
N/A

 
2.5

 
2.1

 
1.7

 
 
 
 
 
 
 
 
Weighted average fair value
$

 
$
75.58

 
$
78.56

 
$
77.65



There were no performance-based restricted stock units granted for the three months ended June 30, 2018.
Phantom Stock Units
The following table summarizes phantom stock unit activity:
 
Number of Phantom Stock Units
 
Weighted
Average Grant
Date Fair Value
 
(in thousands)
 
 
Outstanding, January 1, 2017
62

 


Granted
32

 
$
65.55

Released
(20
)
 


Forfeited
(6
)
 


Outstanding, June 30, 2017
68

 


 
 
 
 
Expected to vest, June 30, 2017
68

 
 
 
 
 
 
Outstanding, January 1, 2018
63

 
$
51.88

Converted upon acquisition
21

 
69.40

Granted
32

 
69.22

Released
(32
)
 
52.59

Forfeited
(3
)
 
57.29

Outstanding, June 30, 2018
81

 
62.76

 
 
 
 
Expected to vest, June 30, 2018
81

 




At June 30, 2018, total unrecognized compensation expense on phantom stock units was $4.1 million which is expected to be recognized over a weighted average period of approximately 2.1 years. As of June 30, 2018 and December 31, 2017, we have recognized a phantom stock liability of $1.0 million and $1.7 million, respectively, within wages and benefits payable in the Consolidated Balance Sheets.