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STOCKHOLDERS' EQUITY | 12 Months Ended
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Dec. 31, 2021
Equity [Abstract] |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Public Offering of Class A Common Stock In fiscal year 2020, we completed a public offering of 2,703 shares of our Class A common stock at a public offering price of $56.00 per share. The offering resulted in net proceeds to us of $144,790, after deducting underwriting discounts, commissions and offering expenses. The net proceeds from the offering were used for general corporate purposes, including acquisitions or development of new operations or assets with the goal of complementing or expanding our business, and for working capital and capital expenditures. In fiscal year 2019, we completed a public offering of 3,565 shares of our Class A common stock at a public offering price of $29.50 per share. The offering resulted in net proceeds to us of $100,446, after deducting underwriting discounts and commissions and offering expenses. The net proceeds from the offering were used for general corporate purposes, including acquisitions or development of new operations or assets with the goal of complementing or expanding our business, working capital and capital expenditures. In fiscal year 2019, we completed the unregistered sale of 59 shares of our Class A common stock at a price of $44.15 per share. The sale resulted in net proceeds to us of $2,619. The shares were previously held in escrow according to the terms of our acquisition of WSI and released to us for liquidation to offset costs associated with the environmental remediation of the WSI's Potsdam, New York site. We recorded a $2,619 reduction of goodwill in line with business combination standards in place at the time the shares held in escrow were issued. See Note 12, Commitments and Contingencies for additional disclosure. Common Stock The holders of the Class A common stock are entitled to one vote for each share held. The holders of the Class B common stock are entitled to ten votes for each share held, except for the election of one director, who is elected by the holders of the Class A common stock exclusively. The Class B common stock is convertible into Class A common stock on a share-for-share basis at the option of the shareholder. Preferred Stock We are authorized to issue up to 944 shares of preferred stock in one or more series. As of December 31, 2021 and December 31, 2020, we had no shares issued. Stock Based Compensation Stock Incentive Plans 2016 Incentive Plan. In the fiscal year ended December 31, 2016, we adopted the 2016 Incentive Plan (“2016 Plan”). Under the 2016 Plan, we may grant awards up to an aggregate amount of shares equal to the sum of: (i) 2,250 shares of Class A common stock (subject to adjustment in the event of stock splits and other similar events), plus (ii) such additional number of shares of Class A common stock (up to 2,723 shares) as is equal to the sum of the number of shares of Class A common stock that remained available for grant under the 2006 Stock Incentive Plan ("2006 Plan") immediately prior to the expiration of the 2006 Plan and the number of shares of Class A common stock subject to awards granted under the 2006 Plan that expire or otherwise result in shares not being issued. As of December 31, 2021, there were 933 Class A common stock equivalents available for future grant under the 2016 Plan, inclusive of additional Class A common stock equivalents that were previously issued under terminated plans and have become available for grant because such awards expired or otherwise resulted in shares not being issued. Our equity awards granted consist of stock options, restricted stock, restricted stock units and performance stock units, including market-based performance stock units. Stock options are granted at a price equal to the prevailing fair value of our Class A common stock at the date of grant. Generally, stock options granted have a term not to exceed ten years and vest over a one year to four year period from the date of grant. The fair value of each stock option granted is estimated using a Black-Scholes option-pricing model, which requires extensive use of accounting judgment and financial estimation, including estimates of the expected term stock option holders will retain their vested stock options before exercising them and the estimated volatility of our Class A common stock price over the expected term. Restricted stock, restricted stock units and performance stock units are granted at a price equal to the fair value of our Class A common stock at the date of grant. The fair value of each market-based performance stock unit is estimated using a Monte Carlo pricing model, which requires extensive use of accounting judgment and financial estimation, including the estimated share price appreciation plus the value of dividends of our Class A common stock as compared to the Russell 2000 Index over the requisite service period. Restricted stock granted to non-employee directors vest incrementally over a three year period beginning on the first anniversary of the date of grant. Restricted stock units granted to non-employee directors vest in full on the first anniversary of the grant date. Restricted stock units vest incrementally over an identified service period beginning on the grant date based on continued employment. Performance stock units and market-based performance stock units vest at a future date following the grant date and are based on the attainment of performance targets and market achievements. Stock Options A summary of stock option activity is as follows:
| Stock Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value
Outstanding, December 31, 2020 | 90 |  |  | $ | 8.91 |  |  |  |  |
Granted | 8 |  |  | $ | 68.78 |  |  |  |  |
Exercised | (21) |  |  | $ | 8.03 |  |  |  |  |
Forfeited or expired | — |  |  | $ | — |  |  |  |  |
Outstanding, December 31, 2021 | 77 |  |  | $ | 15.68 |  |  | 4.4 |  | $ | 5,366 |
Exercisable, December 31, 2021 | 69 |  |  | $ | 9.18 |  |  | 3.8 |  | $ | 5,227 |
During fiscal years 2021, 2020 and 2019, stock-based compensation expense for stock options was $28, $0 and 0, respectively. During fiscal years 2021, 2020 and 2019, the aggregate intrinsic value of stock options exercised was $1,238, $296 and $19,475, respectively. As of December 31, 2021, we had $172 of unrecognized stock-based compensation expense related to outstanding stock options to be recognized over a weighted average period of 2.6 years. Our calculation of stock-based compensation expense associated with stock options granted was made using the Black-Scholes valuation model. Expected life is calculated based on the weighted average historical life of the vested stock options, giving consideration to vesting schedules and historical exercise patterns. Risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected life of the stock option. Expected volatility is calculated using the weekly historical volatility of our Class A common stock over the expected life. The fair value of stock options granted in fiscal year 2021 were calculated assuming no expected dividend yield using a weighted average expected life of 7.1 years, a risk-free interest rate of 0.9%, and an expected volatility of 31.3%. We did not grant any new stock options in fiscal years 2020 or 2019. The Black-Scholes valuation model requires extensive use of accounting judgment and financial estimation. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the consolidated statements of operations. Other Stock Awards A summary of restricted stock, restricted stock unit and performance stock unit activity is as follows:
| Restricted Stock, Restricted Stock Units, and Performance Stock Units (1) |  | Weighted Average Grant Price |  | Weighted Average Remaining Contractual Term (years) |  | Aggregate Intrinsic Value
Outstanding, December 31, 2020 | 307 |  |  | $ | 41.55 |  |  |  |  |
Granted | 108 |  |  | $ | 67.65 |  |  |  |  |
Class A common stock vested | (157) |  |  | $ | 37.03 |  |  |  |  |
Forfeited or canceled | (9) |  |  | $ | 51.11 |  |  |  |  |
Outstanding, December 31, 2021 | 249 |  |  | $ | 55.40 |  |  | 1.7 |  | $ | 21,282 |
Unvested, December 31, 2021 | 417 |  |  | $ | 56.44 |  |  | 1.6 |  | $ | 35,602 |
(1)Market-based performance stock unit grants are included at 100%. Attainment of maximum performance targets and market achievements would result in the issuance of an additional 168 shares of Class A common stock currently included in unvested. The market-based performance stock unit grants that vested in fiscal year 2021 resulted in the issuance of 98 additional shares of Class A common stock. During fiscal years 2021, 2020 and 2019, stock-based compensation expense related to restricted stock, restricted stock units and performance stock units was $11,241, $7,965 and $7,036, respectively. During fiscal years 2021, 2020 and 2019, the total fair value of other stock awards vested was $20,106, $18,329 and $8,177, respectively. As of December 31, 2021, total unrecognized stock-based compensation expense related to outstanding restricted stock was $83, which will be recognized over a weighted average period of 1.9 years. As of December 31, 2021, total unrecognized stock-based compensation expense related to outstanding restricted stock units was $4,025, which will be recognized over a weighted average period of 1.7 years. As of December 31, 2021, total unrecognized stock-based compensation expense related to performance stock units was $7,121, which will be recognized over a weighted average period of 1.7 years. The weighted average fair value of market-based performance stock units granted during fiscal year 2021 was $69.86 per award, which was calculated using a Monte Carlo pricing model assuming a risk free interest rate of 0.29% and an expected volatility of 37.1% assuming no expected dividend yield. Risk-free interest rate is based on the U.S. Treasury yield curve for the expected service period of the award. Expected volatility is calculated using the daily volatility of our Class A common stock over the expected service period of the award. The Monte Carlo pricing model requires extensive use of accounting judgment and financial estimation. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the consolidated statements of operations. We also recorded $281, $254 and $186 of stock-based compensation expense related to our Amended and Restated 1997 Employee Stock Purchase Plan during fiscal years 2021, 2020 and 2019, respectively. Tax benefit for income taxes associated with stock-based compensation during fiscal years 2021, 2020 and 2019 of $(2,304), $(6,796) and $(97), respectively. Accumulated Other Comprehensive Loss, Net of Tax Accumulated other comprehensive loss, net of tax is a component of stockholders' equity included in the accompanying consolidated balance sheets and includes, as applicable, the effective portion of changes in the fair value of our cash flow hedges and the changes in fair value of our marketable securities. The changes in the balances of each component of accumulated other comprehensive loss, net of tax are as follows:
|  |  | Interest Rate Swaps |  |  |  |
Balance as of December 31, 2018 |  |  | $ | (1,308) |  |  |  |  |
Other comprehensive loss before reclassifications |  |  | (5,286) |  |  |  |  |
Amounts reclassified from accumulated other comprehensive loss |  |  | 553 |  |  |  |  |
Other comprehensive loss |  |  | (4,733) |  |  |  |  |
Balance as of December 31, 2019 |  |  | (6,041) |  |  |  |  |
Other comprehensive loss before reclassifications |  |  | (11,184) |  |  |  |  |
Amounts reclassified from accumulated other comprehensive loss |  |  | 3,679 |  |  |  |  |
Income tax benefit related to items in other comprehensive loss |  |  | 2,029 |  |  |  |  |
Other comprehensive loss |  |  | (5,476) |  |  |  |  |
Balance as of December 31, 2020 |  |  | (11,517) |  |  |  |  |
Other comprehensive income before reclassifications |  |  | 3,737 |  |  |  |  |
Amounts reclassified from accumulated other comprehensive loss |  |  | 4,763 |  |  |  |  |
Income tax provision related to items in other comprehensive income |  |  | (2,086) |  |  |  |  |
Other comprehensive income |  |  | 6,414 |  |  |  |  |
Balance as of December 31, 2021 |  |  | $ | (5,103) |  |  |  |  |
A summary of reclassifications out of accumulated other comprehensive loss, net of tax for fiscal years 2021, 2020 and 2019 is as follows:
| Fiscal Year Ended December 31, |  |
| 2021 |  | 2020 |  | 2019 |  |
Details About Accumulated Other Comprehensive Loss, Net of Tax Components | Amounts Reclassified Out of Accumulated Other Comprehensive Loss, Net of Tax |  | Affected Line Item in the Consolidated Statements of Operations
Interest rate swaps | $ | 4,763 |  |  | $ | 3,679 |  |  | $ | 115 |  |  | Interest expense
| 4,763 |  |  | 3,679 |  |  | 115 |  |  | Income before income taxes
| (1,142) |  |  | (2,029) |  |  | — |  |  | Provision (benefit) for income taxes
| $ | 5,905 |  |  | $ | 5,708 |  |  | $ | 115 |  |  | Net income

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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