XML 38 R22.htm IDEA: XBRL DOCUMENT v3.19.1
Benefit Plans
12 Months Ended
Dec. 31, 2018
Employee Benefits and Share-based Compensation, Noncash [Abstract]  
Benefit Plans
Benefit Plans

The Company maintains an equity award plan pursuant to which qualified and non-qualified options may be issued. No common share options were issued in 2018, 2017 and 2016. The Company granted 1,248,501, 1,265,500 and 2,000,000 common share options on December 31, 2010 (“2010 options”), January 8, 2010 (“2009 options”) and December 31, 2008 (“2008 options”), respectively, at an exercise price of $7.95, $6.39 and $5.60, respectively. The 2010 options (1) vested 20% annually on each December 31, 2011 through 2015 and (2) terminate on the earlier of (x) six months of termination of service with the Company and (y) December 31, 2020. The 2009 options (1) vested 20% annually on each December 31, 2010 through 2014 and (2) terminate on the earlier of (x) six months of termination of service with the Company and (y) December 31, 2019. The 2008 options (1) vested 50% following a 20-day trading period where the average closing price of a common share of the Company on the New York Stock Exchange (“NYSE”) was $8.00 or higher and vested 50% following a 20-day trading period where the average closing price of a common share of the Company on the NYSE was $10.00 or higher, and (2) terminated on the earlier of (x) termination of service with the Company or (y) December 31, 2018. As a result of the share dividends paid in 2009, each of the 2008 options were exchangeable for approximately 1.13 common shares at an exercise price of $4.97 per common share.

The Company engaged third parties to value the options as of each option's respective grant date. The third parties determined the value to be $2,422 and $2,771 for the 2010 options and 2009 options, respectively, using the Black-Scholes model and $2,480 for the 2008 options using the Monte Carlo model. The options are considered equity awards as they are settled through the issuance of common shares. As such, the options were valued as of the grant date and do not require subsequent remeasurement. There were several assumptions used to fair value the options including the expected volatility in the Company's common share price based upon the fluctuation in the Company's historical common share price. The more significant assumptions underlying the determination of fair value for options granted were as follows:
 
 
2010 Options
 
2009 Options
 
2008 Options
Weighted-average fair value of options granted
 
$
1.94

 
$
2.19

 
$
1.24

Weighted-average risk-free interest rate
 
2.54
%
 
3.29
%
 
1.33
%
Weighted-average expected option lives (in years)
 
6.50

 
6.70

 
3.60

Weighted-average expected volatility
 
49.00
%
 
59.08
%
 
59.94
%
Weighted-average expected dividend yield
 
7.40
%
 
6.26
%
 
14.40
%

 
The Company recognized compensation expense relating to these options over an average of 5.0 years for the 2010 options and 2009 options and 3.6 years for the 2008 options. All deferred compensation costs relating to the outstanding options were fully amortized by December 31, 2015. The intrinsic value of an option is the amount by which the market value of the underlying common share at the date the option is exercised exceeds the exercise price of the option. The total intrinsic value of options exercised for the years ended December 31, 2018 and 2017 were $26 and $1,064, respectively.
Share option activity during the years indicated is as follows:
 
 Number of
Shares
 
Weighted-Average
Exercise Price
Per Share
Balance at December 31, 2016
406,241

 
$
6.78

Exercised
(271,451
)
 
6.48

Balance at December 31, 2017
134,790

 
7.39

Exercised
(16,390
)
 
6.99

Balance at December 31, 2018
118,400

 
$
7.44


As of December 31, 2018, the aggregate intrinsic value of options that were outstanding and exercisable was $91.
Non-vested share activity for the years ended December 31, 2018 and 2017, is as follows:
 
Number of
Shares
 
Weighted-Average Grant-Date Fair
Value Per Share
Balance at December 31, 2016
3,151,310

 
$
8.09

Granted
777,900

 
6.83

Vested
(161,912
)
 
8.90

Balance at December 31, 2017
3,767,298

 
7.79

Granted
899,614

 
6.55

Vested
(618,383
)
 
9.70

Forfeited
(593,452
)
 
6.59

Balance at December 31, 2018
3,455,077

 
$
7.34



During 2018 and 2017, the Company granted common shares to certain employees and trustees as follows:
 
2018
 
2017
Performance Shares(1)
 
 
 
Shares issued:
 
 
 
Index - 1Q
331,025
 
106,706
Peer - 1Q
331,019
 
106,705
Index - 2Q

 
163,466
Peer - 2Q

 
163,463
 
 
 
 
Grant date fair value per share:(2)
 
 
 
Index - 1Q
$5.81
 
$6.82
Peer - 1Q
$5.37
 
$6.34
Index - 2Q
 
 
$4.05
Peer - 2Q
 
 
$4.27
 
 
 
 
Non-Vested Common Shares:(3)
 
 
 
Shares issued
237,570
 
237,560
Grant date fair value
$2,190
 
$2,551
(1)
The shares vest based on the Company's total shareholder return growth after a three-year measurement period relative to an index and a group of Company peers. Dividends will not be paid on these grants until earned. Once the performance criteria are met and the actual number of shares earned is determined, such shares vest immediately. During 2018, 116,926 of the 642,029 performance shares issued in 2015 vested.
(2)
The fair value of grants was determined at the grant date using a Monte Carlo simulation model.
(3)
The shares vest ratably over a three-year service period.

In addition, during 2018, 2017 and 2016, the Company issued 66,318, 57,334, and 50,816, respectively, of fully vested common shares to non-management members of the Company's Board of Trustees with a fair value of $599, $596, and $427, respectively.

As of December 31, 2018, of the remaining 3,455,077 non-vested shares, 1,495,608 are subject to time-based vesting and 1,959,469 are subject to performance-based vesting. At December 31, 2018, there are 4,012,870 awards available for grant. The Company has $7,915 in unrecognized compensation costs relating to the non-vested shares that will be charged to compensation expense over an average of approximately 2.1 years.
The Company has established a trust for certain officers in which vested common shares granted for the benefit of the officers are deposited. The officers exert no control over the common shares in the trust and the common shares are available to the general creditors of the Company. As of December 31, 2018 and 2017, there were 427,531 common shares in the trust.
The Company sponsors a 401(k) retirement savings plan covering all eligible employees. The Company makes a discretionary matching contribution on a portion of employee participant salaries and, based on its profitability, may make an additional discretionary contribution at each fiscal year end to all eligible employees. These discretionary contributions are subject to vesting under a schedule providing for 25% annual vesting starting with the first year of employment and 100% vesting after four years of employment. Approximately $397, $439 and $357 of contributions are applicable to 2018, 2017 and 2016, respectively.
During 2018, 2017 and 2016, the Company recognized $6,901, $8,333 and $8,415, respectively, in expense relating to scheduled vesting and issuance of common share grants.