XML 38 R25.htm IDEA: XBRL DOCUMENT
v3.22.4

EMPLOYEE STOCK COMPENSATION | 12 Months Ended
--- | ---
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract] |
EMPLOYEE STOCK COMPENSATION | EMPLOYEE STOCK COMPENSATION On May 31, 2018, our stockholders approved the Company's 2018 Omnibus Stock Incentive Plan (“2018 Omnibus Plan”). The 2018 Omnibus Plan provides that the maximum number of shares available for awards is 4,417,882. As of December 31, 2022, 2,131,185 shares were available for future awards under the 2018 Omnibus Plan. Stock-based Compensation Expense The following table presents total stock-based compensation expense and the related tax benefits for the periods indicated:
|  | Year Ended December 31,
($ in thousands) |  | 2022 |  | 2021 |  | 2020
Restricted stock awards and units |  | 6,197 |  |  | 5,295 |  |  | 5,777 |
Stock options |  | — |  |  | — |  |  | 4 |
Total stock-based compensation expense |  | $ | 6,197 |  |  | $ | 5,295 |  |  | $ | 5,781 |
Related tax benefits |  | $ | 1,790 |  |  | $ | 1,530 |  |  | $ | 1,703 |
Total stock-based compensation expense represents the cost of service-based restricted stock units, performance-based restricted stock awards and awards with market conditions. At December 31, 2022, unrecognized stock-based compensation expense related to restricted stock awards and restricted stock units totaled $11.9 million and will be recognized over a weighted average remaining period of 2.7 years. Restricted Stock Awards and Restricted Stock Units We have granted restricted stock awards and restricted stock units to certain employees, officers, and directors. The restricted stock awards and units are measured based on grant-date fair value, which generally reflect the closing price of our stock on the date of grant. For awards containing market conditions, we engage a third party to perform a valuation analysis using a Monte Carlo simulation model to determine grant-date fair value. The restricted stock awards and units fully vest after a specified period (generally ranging from one to five years) of continued service from the date of grant plus, in some cases, the satisfaction of performance and/or market conditions. Such targets include conditions relating to our profitability, our total shareholder return (TSR), stock price and regulatory standing. The actual amounts of stock released upon vesting will be determined by the Compensation Committee of our Board of Directors upon the Committee's certification of the satisfaction of the target level of performance. We recognize an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted stock, generally upon vesting or, in the case of restricted stock units, when settled. The following table presents unvested restricted stock awards and restricted stock units activity for the periods indicated:
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
| Number of Shares |  | Weighted-Average Price per Share |  | Number of Shares |  | Weighted-Average Price per Share |  | Number of Shares |  | Weighted-Average Price per Share
Outstanding at beginning of year | 649,010 |  |  | $ | 17.17 |  |  | 848,302 |  |  | $ | 14.42 |  |  | 923,482 |  |  | $ | 15.74 |
Granted (1) | 1,073,888 |  |  | $ | 13.67 |  |  | 297,592 |  |  | $ | 19.88 |  |  | 358,593 |  |  | $ | 13.85 |
Vested (2) | (276,863) |  |  | $ | 16.24 |  |  | (388,387) |  |  | $ | 14.01 |  |  | (331,998) |  |  | $ | 15.83 |
Forfeited (3) | (42,790) |  |  | $ | 17.86 |  |  | (108,497) |  |  | $ | 14.40 |  |  | (101,775) |  |  | $ | 15.43 |
Outstanding at end of year | 1,403,245 |  |  | $ | 14.68 |  |  | 649,010 |  |  | $ | 17.17 |  |  | 848,302 |  |  | $ | 14.42 |
(1) There were 782,451, 66,472 and 78,771 performance stock units included in shares granted for the years ended December 31, 2022, 2021 and 2020. (2) There were 42,440, 77,327 and 18,473 performance stock units included in vested shares for the years ended December 31, 2022, 2021 and 2020. (3) There were 9,428, 48,803 and 24,242 performance stock units included in forfeited shares for the years ended December 31, 2022, 2021 and 2020. Performance stock units granted in the year ended December 31, 2022 included 713,326 shares which will be issued upon achievement of both (a) our common stock achieving a twenty-day volume-weighted average price of $35 per share within four years from the date of grant, and (b) the grantees' continued service through the fourth anniversary of the grants. Compensation expense to be recognized over the expected life of this grant totaled $6.0 million, of which $5.2 million was unrecognized as of December 31, 2022. Stock Options We have issued stock options to certain employees, officers, and directors. Stock options are issued at the closing market price immediately before the grant date and generally have a three to five year vesting period and contractual terms of seven to ten years. We recognize an income tax deduction upon exercise of a stock option to the extent taxable income is recognized by the option holder. In the case of a non-qualified stock option, the option holder recognizes taxable income based on the fair market value of the shares acquired at the time of exercise less the exercise price. There were no stock options granted during the years ended December 31, 2022, 2021 and 2020. The following tables represents stock option activity for periods indicated:
|  | Year Ended December 31,
($ in thousands, except per share data) |  | 2022 |  | 2021 |  | 2020
Fair value of options vested |  | $ | — |  |  | $ | — |  |  | $ | 8 |
Total intrinsic value of options exercised |  | $ | — |  |  | $ | 191 |  |  | $ | 29 |
Cash received from options exercised |  | $ | — |  |  | $ | 300 |  |  | $ | — |
The following table represents vested stock option activity and weighted-average exercise price per share at and for the periods indicated:
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
| Number of Shares |  | Weighted-Average Exercise Price per Share |  | Number of Shares |  | Weighted-Average Exercise Price per Share |  | Number of Shares |  | Weighted-Average Exercise Price per Share
Outstanding at beginning of year | 14,904 |  |  | $ | 13.05 |  |  | 55,069 |  |  | $ | 13.96 |  |  | 62,521 |  |  | $ | 13.85 |
Exercised | — |  |  | $ | — |  |  | (40,165) |  |  | $ | 14.30 |  |  | (7,452) |  |  | $ | 13.05 |
Forfeited | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | — |  |  | $ | — |
Outstanding at end of year | 14,904 |  |  | $ | 13.05 |  |  | 14,904 |  |  | $ | 13.05 |  |  | 55,069 |  |  | $ | 13.96 |
Exercisable at end of year | 14,904 |  |  | $ | 13.05 |  |  | 14,904 |  |  | $ | 13.05 |  |  | 55,069 |  |  | $ | 13.96 |
The following table represents changes in unvested stock options and related information at and for the periods indicated:
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
| Number of Shares |  | Weighted-Average Exercise Price per Share |  | Number of Shares |  | Weighted-Average Exercise Price per Share |  | Number of Shares |  | Weighted-Average Exercise Price per Share
Outstanding at beginning of year | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | 2,248 |  |  | $ | 13.75 |
Vested | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | (2,248) |  |  | $ | 13.75 |
Outstanding at end of year | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | — |  |  | $ | — |
The following table presents a summary of stock options outstanding as of December 31, 2022:
| Options Outstanding and Exercisable |  |
($ in thousands) | Number of Shares |  | Intrinsic Value |  | Weighted-Average Exercise Price per Share |  | Weighted-Average Remaining Contractual Life |  |  |  |  |  |  |  |
$10.90 to $12.33 | 3,672 |  |  | 18 |  |  | $ | 10.90 |  |  | 1.5 years |  |  |  |  |  |  |  |
$12.34 to $13.75 | 11,232 |  |  | 24 |  |  | $ | 13.75 |  |  | 2.5 years |  |  |  |  |  |  |  |
Total | 14,904 |  |  | $ | 43 |  |  | $ | 13.05 |  |  | 2.3 years |  |  |  |  |  |  |  |
Stock Appreciation Rights On August 21, 2012, we granted to the then, and now former, chief executive officer, ten-year stock appreciation rights (“SARs”), which were fully exercised during the first quarter of 2021 resulting in the issuance of 305,772 shares of voting common stock. In connection with the exercise of the SARs, we recognized a tax benefit of $2.1 million (refer to Note 13 - Income Taxes). There are no outstanding SARs at December 31, 2022 and 2021. The following table represents SARs activity and the weighted average exercise price per share as of and for the periods indicated:
| Year Ended December 31,
| 2022 |  | 2021 |  | 2020
| Number of Shares |  | Weighted-Average Exercise Price per Share |  | Number of Shares |  | Weighted-Average Exercise Price per Share |  | Number of Shares |  | Weighted-Average Exercise Price per Share
Outstanding at beginning of year | — |  |  | $ | — |  |  | 1,559,012 |  |  | $ | 11.60 |  |  | 1,559,012 |  |  | $ | 11.60 |
Exercised | — |  |  | $ | — |  |  | (1,559,012) |  |  | $ | 11.60 |  |  | — |  |  | $ | — |
Outstanding at end of year | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | 1,559,012 |  |  | $ | 11.60 |
Exercisable at end of year | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | 1,559,012 |  |  | $ | 11.60 |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI https://asc.fasb.org/topic&trid=2228938 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (l) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types: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