Equity Compensation Plans and Share-Based Compensation

12 Months Ended

Dec. 31, 2019

Share-based Payment Arrangement [Abstract]

Equity Compensation Plans and Share-Based Compensation

EQUITY COMPENSATION PLANS AND SHARE-BASED COMPENSATION

The Company has previously adopted equity and share-based compensation plans to attract and retain executive officers, directors and key employees. Under these plans, the Company has granted qualified and non-qualified common stock options and restricted stock unit awards to executive officers, directors and other key employees. At December 31, 2019, 3,500,000 shares were reserved for future grants to all employees and directors under the plans.

Restricted Stock Unit Awards

The Company has granted restricted stock units under the Company’s equity and share-based incentive compensation plans. The restricted stock units are settled in shares of common stock upon vesting. The performance-based awards vest three years from the date of the grant. The performance period for each of the performance-based grants is a three-year cumulative period beginning in January of the respective grant year. The Company’s level of achievement of the performance goals at the end of each respective performance period will result in awards between zero and the maximum share award. The award criteria for the 2019 performance-based grants relate to growth in the Company’s net income, adjusted for certain non-core and/or non-recurring items, growth in constant currency pawn revenue (retail merchandise sales, pawn loan fees and wholesale scrap jewelry sales) and new (“de novo”) store openings over the three-year cumulative period. The award criteria for the 2018 and 2017 performance-based grants relate to growth in the Company’s net income, adjusted for certain non-core and/or non-recurring items, and total store additions over the respective three-year cumulative period. The time-based awards granted in 2019, 2018 and 2017 vest in equal annual installments, subject to continued employment with the Company, over a five year period from the grant date. The grant date fair value of the restricted stock units is based on the Company’s closing stock price on the day of the grant or subsequent award modification date, if applicable, and the fair value of performance-based awards is based on the maximum amount of the award expected to be achieved. The amount attributable to award grants is amortized to expense over the vesting periods. The Company

typically issues treasury shares to satisfy vested restricted stock unit awards.

The following table summarizes the restricted stock unit award activity for the years ended December 31, 2019, 2018 and 2017 (shares in thousands):



	2019				2018				2017
			Weighted-				Weighted-				Weighted-
			Average				Average				Average
	Underlying		Fair Value		Underlying		Fair Value		Underlying		Fair Value
	Shares		of Grant		Shares		of Grant		Shares		of Grant
Outstanding at beginning of year	254		$	59.53	157		$	47.36	30		$	45.93
Performance-based grants ⁽¹⁾	109		86.86		102		72.70		117		48.25
Time-based grants	19		86.86		17		72.70		20		43.55
Performance-based vested	(10	)	45.93		(10	)	45.93		(10	)	45.93
Time-based vested	(15	)	73.78		(12	)	43.55		—		—
Outstanding at end of year	357		$	69.13	254		$	59.53	157		$	47.36


⁽¹⁾	Represents the maximum possible award. The Company’s level of achievement of the respective performance goals will result in actual vesting of between zero shares and the maximum share award.

Restricted stock unit awards vesting in 2019, 2018 and 2017 had an aggregate intrinsic value of $2.1 million, $1.6 million and $0.7 million, respectively, based on the closing price of the Company’s stock on the date of vesting. The outstanding award units had an aggregate intrinsic value of $28.8 million at December 31, 2019.

Stock Options

The Company has not issued common stock options in the last eight years. Previous option awards have been granted to purchase the Company’s common stock at an exercise price equal to or greater than the fair market value at the date of grant and generally had a maximum duration of ten years. The Company typically issues treasury shares to satisfy stock option exercises.

Stock options outstanding as of December 31, 2019 are as follows (shares in thousands):



					Weighted-Average	Currently
Exercise Price			Option Shares		Remaining Life	Exercisable Shares
	$	38.00		40	1.9		20
	40.00			30	1.0		20
				70	1.5		40

The following table summarizes stock option activity for the years ended December 31, 2019, 2018 and 2017 (shares in thousands):



	2019				2018				2017
			Weighted-				Weighted-				Weighted-
			Average				Average				Average
	Underlying		Exercise		Underlying		Exercise		Underlying		Exercise
	Shares		Price		Shares		Price		Shares		Price
Outstanding at beginning of year	80		$	39.00	90		$	39.11	103		$	37.34
Exercised	(10	)	40.00		(10	)	40.00		(13	)	24.57
Outstanding at end of year	70		38.86		80		39.00		90		39.11

Exercisable at end of year	40		39.00		30		39.33		20		40.00

At December 31, 2019, the aggregate intrinsic value for the stock options outstanding was $2.9 million, of which $1.7 million was exercisable at the end of the year, with weighted-average remaining contractual terms of 1.5 years. The aggregate intrinsic value reflects the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price of the options, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2019.

The total intrinsic value of options exercised for 2019, 2018 and 2017 was $0.6 million, $0.5 million and $0.3 million, respectively. The intrinsic values are based on the closing price of the Company’s stock on the date of exercise.

Share-Based Compensation Expense

The Company’s net income includes the following compensation costs related to share-based compensation arrangements (in thousands):



	Year Ended December 31,
	2019			2018			2017
Gross compensation costs:
Restricted stock unit awards	$	8,637		$	5,712		$	2,959
Stock options	43			74			110
Total gross compensation costs	8,680			5,786			3,069

Income tax benefits:
Restricted stock unit awards	(302		)	(1,320		)	(1,036		)
Exercise of stock options	(114		)	(94		)	(39		)
Total income tax benefits	(416		)	(1,414		)	(1,075		)

Net compensation expense	$	8,264		$	4,372		$	1,994

As of December 31, 2019, the total compensation cost related to non-vested restricted stock unit awards not yet recognized was $9.8 million and is expected to be recognized over the weighted-average period of 1.4 years. As of December 31, 2019, the total compensation cost related to non-vested stock options not yet recognized was $16,000 and is expected to be recognized over the weighted-average period of 0.5 years.