XML 69 R23.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Stock-Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
Stock-Based Compensation | Stock-Based Compensation 2008 Long Term Incentive Compensation Plan On August 20, 2008, the Company’s Board of Directors approved, subject to shareholder approval, the 2008 Long Term Incentive Compensation Plan (the “2008 Plan”) and on November 12, 2008, the Company’s shareholders approved the 2008 Plan, which permitted the Company to issue stock options (incentive and/or non-qualified), stock appreciation rights (“SARs”), restricted stock, phantom stock units (“PSUs”) and other equity and cash awards to employees. Non-employee directors were eligible to receive all such awards, other than incentive stock options. On June 9, 2011 and June 12, 2014, the Company’s shareholders approved amendments to the 2008 Plan, which collectively increased the aggregate number of shares of common stock that may be issued from 6,900,000 to 16,350,000. Awards of stock options and SARs were counted against the 16,350,000 limit as one share of common stock for each share granted; however, each share awarded in the form of restricted stock, or any other full value stock award, was counted as issuing 2.44 shares of common stock for purposes of determining the number of shares available for issuance under the 2008 Plan. Any awards that were not settled in shares of common stock were not counted against the limit. The 2008 Plan remains in place until all of the awards granted thereunder have been paid, forfeited or expired. However, the shares which remained available for issuance under such plan as of June 13, 2018 are no longer available for issuance and all future equity awards will be pursuant to the 2018 Long Term Incentive Compensation Plan (the “2018 Plan”) described below. 2018 Long Term Incentive Compensation Plan On March 21, 2018, the Company’s Board of Directors approved, subject to shareholder approval, the 2018 Plan and on June 13, 2018, the Company’s shareholders approved the 2018 Plan, which permits the Company to issue stock options (incentive and/or non-qualified), SARs, restricted stock, PSUs and other equity and cash awards to employees. Non-employee directors are eligible to receive all such awards, other than incentive stock options. Pursuant to the 2018 Plan, 12,700,000 shares of the Company’s common stock are reserved for issuance. Awards of stock options and SARs will be counted against the 12,700,000 limit as one share of common stock for each share granted. However, each share awarded in the form of restricted stock, or any other full value stock award, will be counted as issuing 2.30 shares of common stock for purposes of determining the number of shares available for issuance under the plan. Any awards that are not settled in shares of common stock shall not count against the limit. As of December 31, 2018, there were 11,921,545 shares available for future grants under the 2018 Plan. Performance Share Programs On February 9, 2016, the Company’s Compensation Committee of the Board of Directors adopted a performance share program (the “2016 Performance Share Program”) pursuant to the 2008 Plan, which provides for the issuance of restricted stock awards with performance-based vesting conditions. An aggregate of 172,245 and 189,085 performance shares were granted on February 17, 2017 and February 9, 2016, respectively, with each grant having a three-year award period consisting of three one-year performance periods and a three-year service period. On February 6, 2018, the Company’s Compensation Committee of the Board of Directors adopted a performance share program (the “2018 Performance Share Program” and together with the 2016 Performance Share Program, the “Performance Share Programs”) pursuant to the 2018 Plan, which provides for the issuance of restricted stock awards with performance-based vesting conditions. An aggregate of 197,727 performance shares were granted on February 6, 2018 with the grant having a three-year award period consisting of three one-year performance periods and a three-year service period. The Company’s named executive officers and other key executives were/are eligible to participate in the Performance Share Programs. The Performance Share Programs were adopted in order to provide key executives with stock-based compensation tied directly to the Company’s performance to further align their interests with those of shareholders and provide compensation only if the designated performance goals are met for the applicable performance periods. For all awards granted under the Performance Share Programs as of December 31, 2018, the performance goal for each performance period is based on EBITDA, adjusted for certain other items, as established for each one-year performance period. The awards have the potential to be earned at between 0% and 150% of the number of shares granted in one-third increments depending on achievement of the annual performance goals, but remain subject to vesting for the full three-year service period. As of December 31, 2018, the adjusted EBITDA target for the third tranche of the performance awards granted in 2017 and the second and third tranches of the performance awards granted in 2018 were not yet established. Therefore, for accounting purposes, the Company concluded that a grant date has not yet occurred. Stock-based compensation expense will be measured for each tranche based on the fair value of the restricted stock awards using the Company’s closing stock price on the grant date since all key terms for the specific tranche were established and mutually understood by the Company and the individuals receiving the awards. At each reporting period, accruals of stock-based compensation expense are based on the probable outcome of the performance condition. See “Restricted Stock Awards” section below. Stock-based Compensation Expense Stock-based compensation expense for the years ended December 31, 2018, 2017 and 2016 totaled $12.0 million, $7.8 million and $6.9 million, respectively, and is included within the Consolidated Statements of Operations under “General and administrative.” Stock Options Stock options that expire between January 3, 2019 and January 3, 2029, have been granted to officers, directors, employees, and predecessor employees to purchase common stock at prices ranging from $8.88 to $32.90 per share. All options were granted at the fair market value of the common stock on the grant date (as defined in the respective plan document) and have contractual lives ranging from 1 to 10 years. The Company issues new authorized common shares to satisfy stock option exercises. The following table contains information about our stock options:
| Number of Option Shares |  | Weighted-Average Exercise Price |  | Weighted- Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Outstanding as of January 1, 2018 | 6,551,314 |  |  | $ | 12.29 |  |  |  |  |  |
Granted | 663,343 |  |  | $ | 30.75 |  |  |  |  |  |
Exercised | (1,302,501 | ) |  | $ | 8.70 |  |  |  |  |  |
Forfeited | (42,945 | ) |  | $ | 16.67 |  |  |  |  |  |
Outstanding as of December 31, 2018 | 5,869,211 |  |  | $ | 15.14 |  |  | 3.97 |  | $ | 28,470 |
Exercisable as of December 31, 2018 | 3,099,460 |  |  | $ | 12.83 |  |  | 3.25 |  | $ | 17,992 |
The weighted-average grant-date fair value of options granted during the years ended December 31, 2018, 2017 and 2016 was $9.88, $4.48 and $3.97, respectively. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2018, 2017 and 2016 was $28.7 million, $15.8 million and $10.3 million, respectively. The following table summarizes information about our outstanding stock options as of December 31, 2018:
| Exercise Price Range |  | Total
| $8.88 to $13.35 |  | $13.50 to $20.52 |  | $20.75 to $32.90 |  | $8.88 to $32.90
Outstanding options |  |  |  |  |  |  |
Number outstanding | 3,637,366 |  |  | 1,570,183 |  |  | 661,662 |  |  | 5,869,211 |
Weighted-average remaining contractual life (years) | 3.22 |  |  | 4.87 |  |  | 6.01 |  |  | 3.97 |
Weighted-average exercise price | $ | 12.65 |  |  | $ | 14.38 |  |  | $ | 30.67 |  |  | $ | 15.14 |
Exercisable options |  |  |  |  |  |  |
Number outstanding | 2,645,735 |  |  | 452,466 |  |  | 1,259 |  |  | 3,099,460 |
Weighted-average exercise price | $ | 12.53 |  |  | $ | 14.56 |  |  | $ | 20.75 |  |  | $ | 12.83 |
As of December 31, 2018, the unamortized compensation costs not yet recognized related to stock options granted totaled $9.7 million. This cost is expected to be recognized over the remaining vesting periods, which will not exceed four years. The following are the weighted-average assumptions used in the Black-Scholes option-pricing model for the years ended December 31, 2018, 2017 and 2016:
| For the year ended December 31,
| 2018 |  | 2017 |  | 2016
Risk-free interest rate | 2.26 | % |  | 1.97 | % |  | 1.20 | %
Expected volatility | 30.80 | % |  | 30.66 | % |  | 31.23 | %
Dividend yield | — |  |  | — |  |  | — |
Weighted-average expected life (in years) | 5.30 |  |  | 5.30 |  |  | 5.40 |
Restricted Stock Awards As noted above, the Company issues restricted stock awards with performance-based vesting conditions under its Performance Share Programs. Additionally, in conjunction with the Pinnacle Acquisition, the Company awarded 129,961 restricted stock awards to new employees of the Company. The following table contains information on our restricted stock awards:
| Number of Shares |  | Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2018 | 267,655 |  |  | $ | 13.83 |
Awarded | 333,478 |  |  | $ | 30.00 |
Released | (30,979 | ) |  | $ | 14.15 |
Canceled | (11,333 | ) |  | $ | 17.96 |
Outstanding at December 31, 2018 | 558,821 |  |  | $ | 23.38 |
As of December 31, 2018, the unamortized compensation costs not yet recognized related to restricted stock awarded totaled $7.4 million. This cost is expected to be recognized over the remaining vesting periods, which will not exceed four years. Phantom Stock Units The Company’s PSUs, which vest over a period of three to four years, entitle employees and directors to receive cash based on the fair value of the Company’s common stock on the vesting date. The PSUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period in accordance with ASC Subtopic 718-30, “Compensation—Stock Compensation, Awards Classified as Liabilities.” The Company has a liability, which is included in “Accrued salaries and wages” within the Consolidated Balance Sheets, associated with its PSUs of $1.7 million and $4.8 million as of December 31, 2018 and 2017, respectively. For PSUs held by employees and directors of the Company, there was $3.0 million of total unrecognized compensation cost as of December 31, 2018 that will be recognized over the awards remaining weighted average vesting period of 2.05 years. For the years ended December 31, 2018, 2017 and 2016, the Company recognized $1.1 million, $11.9 million, and $8.5 million of compensation expense associated with these awards, respectively. Amounts paid by the Company for the years ended December 31, 2018, 2017 and 2016 on these cash-settled awards totaled $4.2 million, $12.7 million, and $10.7 million, respectively. Stock Appreciation Rights The fair value of SARs is calculated each reporting period and estimated using the Black-Scholes option pricing model. The Company’s SARs, which vest over a period of four years, are accounted for as liability awards since they will be settled in cash. Accordingly, the Company has a liability, which is included in “Accrued salaries and wages” within the Consolidated Balance Sheets, associated with its SARs of $6.8 million and $24.0 million as of December 31, 2018 and 2017, respectively. For SARs held by employees of the Company, there was $4.5 million of total unrecognized compensation cost as of December 31, 2018 that will be recognized over the awards remaining weighted average vesting period of 1.95 years. For the year ended December 31, 2018, the Company recognized a reduction to compensation expense of $6.7 million associated with these awards compared to a charge to compensation expense of $21.9 million and $2.4 million for the years ended December 31, 2017 and 2016, respectively. Amounts paid by the Company for the years ended December 31, 2018, 2017 and 2016 on these cash-settled awards totaled $10.5 million, $6.2 million and $3.3 million, respectively.

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration