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Share-Based Compensation | 3 Months Ended
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Mar. 31, 2016
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Share-Based Compensation | 10. SHARE-BASED COMPENSATION Overview of Share-Based Compensation Plans The Career Education Corporation 2008 Incentive Compensation Plan (the “2008 Plan”) authorizes awards of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock, performance units, annual incentive awards, and substitute awards, which generally may be settled in cash or shares of our common stock. Any shares of our common stock that are subject to awards of stock options or stock appreciation rights payable in shares will be counted as 1.0 share for each share issued for purposes of the aggregate share limit and any shares of our common stock that are subject to any other form of award payable in shares will be counted as 1.67 shares for each share issued for purposes of the aggregate share limit. As of March 31, 2016, there were approximately 2.1 million shares of common stock available for future share-based awards under the 2008 Plan, which is net of (i) 3.2 million shares issuable upon exercise of outstanding options and (ii) 2.0 million shares underlying restricted stock units and deferred stock units, which will be settled in shares of our common stock if the vesting conditions are met and thus reduce the common stock available for future share-based awards under the 2008 Plan by the amount vested. These shares have been multiplied by the applicable factor under the plan to determine the remaining shares available as of March 31, 2016. The vesting of all types of equity awards (stock options, stock appreciation rights, restricted stock awards, restricted stock units and deferred stock units) is subject to possible acceleration in certain circumstances. Generally, if a plan participant terminates employment for any reason other than by death or disability during the vesting period, the right to unvested equity awards is forfeited. We are seeking stockholder approval of the Career Education Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) which was approved by the Company’s Board of Directors on March 24, 2016. If this proposal is approved at our 2016 Annual Meeting of Stockholders, 4.2 million shares will be authorized for issuance under the 2016 Plan and no future awards will be granted under the 2008 Plan. See our 2016 Notice of Annual Meeting and Proxy Statement for further details. As of March 31, 2016, we estimate that compensation expense of approximately $6.0 million will be recognized over the next four years for all unvested share-based awards that have been granted to participants, including stock options, shares of restricted stock and restricted stock units and deferred stock units to be settled in shares of stock but excluding restricted stock units to be settled in cash. Stock Options. The exercise price of stock options and stock appreciation rights granted under each of the plans is equal to the fair market value of our common stock on the date of grant. Employee stock options generally become exercisable 25% per year over a four-year service period beginning on the date of grant and expire ten years from the date of grant. Non-employee directors’ stock options expire ten years from the date of grant and generally become exercisable as follows: 100% after first anniversary of grant date or one-fourth on the grant date and one-fourth for each of the first through third anniversary of the grant date. Grants of stock options are generally only subject to the service conditions discussed previously. Stock option activity during the quarter ended March 31, 2016 under all of our plans was as follows (options in thousands):
|  | Options |  |  | Weighted Average Exercise Price |
Outstanding as of December 31, 2015 |  |  | 2,658 |  |  | $ | 14.27 |
Granted |  |  | 722 |  |  |  | 4.49 |
Exercised |  |  | (15 | ) |  |  | 2.65 |
Forfeited |  |  | (40 | ) |  |  | 4.30 |
Cancelled |  |  | (113 | ) |  |  | 19.36 |
Outstanding as of March 31, 2016 |  |  | 3,212 |  |  | $ | 12.07 |
Exercisable as of March 31, 2016 |  |  | 1,780 |  |  | $ | 18.17 |
Restricted Stock Units to be Settled in Stock. Restricted stock units to be settled in shares of stock generally become fully vested as follows: 25% per year over a four-year service period or one-third for each of the first through third anniversary of the grant date. Certain awards granted in 2016 vest 20% after the first year, 50% after the second year and 30% after the third year and are “performance-based” awards which are subject to performance conditions that, even if the requisite service period is met, may reduce the number of units of restricted stock that vest at the end of the requisite service period or result in all units being forfeited. Also, certain awards granted in the second quarter of 2015 for retention purposes are subject to accelerated vesting and cash settlement in the event of an involuntary not-for-cause termination of employment by the Company. The following table summarizes information with respect to all outstanding restricted stock units to be settled in shares of stock under our plans during the quarter ended March 31, 2016 (units in thousands):
|  | Restricted Stock to be Settled in Shares of Stock |  |
|  | Units |  |  | Weighted Average Grant-Date Fair Value Per Unit |  |
Outstanding as of December 31, 2015 (1) |  |  | 758 |  |  | $ | 5.55 |  |
Granted |  |  | 1,546 |  |  |  | 4.57 |  |
Vested (2) |  |  | (307 | ) |  |  | 6.43 |  |
Forfeited |  |  | (45 | ) |  |  | 6.43 |  |
Outstanding as of March 31, 2016 |  |  | 1,952 |  |  | $ | 4.62 |  |
_____________ (1) The outstanding balance as of December 31, 2015 includes an adjustment of approximately 0.2 million restricted stock units. These units were previously recorded in the summary table of restricted stock units settled in cash due to the potential for cash settlement upon an involuntary, not for cause termination. (2) The total vested awards include 9.2 thousand of vested stock settled in cash. As a result of the termination provision for certain awards, certain termination scenarios allow for cash-settlement. Deferred Stock Units to be Settled in Stock. During 2014, we granted deferred stock units to our non-employee directors. The deferred stock units are to be settled in shares of stock and generally vest one-third per year over a three-year service period beginning on the date of grant. Settlement of the deferred stock units and delivery of the underlying shares of stock to the plan participants does not occur until he or she ceases to provide services to the Company in the capacity of a director, employee or consultant. The following table summarizes information with respect to all deferred stock units during the quarter ended March 31, 2016 (units in thousands):
|  | Deferred Stock Units to be Settled in Shares |  |  | Weighted Average Grant-Date Fair Value Per Unit |
Outstanding as of December 31, 2015 (1) |  |  | 91 |  |  | $ | 4.43 |
Granted |  |  | - |  |  |  | - |
Vested |  |  | - |  |  |  | - |
Forfeited |  |  | - |  |  |  | - |
Outstanding as of March 31, 2016 (1) |  |  | 91 |  |  | $ | 4.43 |
(1) | Includes vested but unreleased awards. These awards are included in total outstanding awards until they are released under the terms of the agreement.
Restricted Stock Units to be Settled in Cash. Restricted stock units to be settled in cash generally become fully vested 25% per year over a four-year service period beginning on the date of grant. Certain awards granted to our Chief Executive Officer outside of the 2008 Plan vest 50% per year over a two-year service period. Cash-settled restricted stock units are recorded as liabilities as the expense is recognized and the fair value for these awards is determined at each period end date with changes in fair value recorded in our unaudited condensed consolidated statement of income (loss) and comprehensive income (loss) in the current period. Cash-settled restricted stock units are settled with a cash payment for each unit vested equal to the closing price on the vesting date. Cash-settled restricted stock units are not included in common shares reserved for issuance or available for issuance under the 2008 Plan. The following table summarizes information with respect to all cash-settled restricted stock units during the quarter ended March 31, 2016 (units in thousands):
|  | Restricted Stock Units to be Settled in Cash |
Outstanding as of December 31, 2015 (1) |  |  | 1,575 |
Granted |  |  | 451 |
Vested |  |  | (328 | )
Forfeited |  |  | (125 | )
Outstanding as of March 31, 2016 |  |  | 1,573 |
____________________ (1) The outstanding balance as of December 31, 2015 includes an adjustment of approximately 0.2 million restricted stock units. These units were previously recorded in the summary table of restricted stock units settled in cash due to the potential for cash settlement upon an involuntary, not for cause termination and are now included in the summary table of restricted stock units settled in stock. Upon vesting, based on the conditions set forth in the award agreements, these units will be settled in cash. We valued these units in accordance with the guidance set forth by FASB ASC Topic 718 – Compensation-Stock Compensation and recognized $0.9 million of expense for the first quarter of 2016 for all cash-settled restricted stock units. Stock-Based Compensation Expense. Total stock-based compensation expense for the quarters ended March 31, 2016 and 2015 for all types of awards was as follows (dollars in thousands):
|  | For the Quarter Ended March 31, |
Award Type |  | 2016 |  |  | 2015 (1) |
Stock options |  | $ | 241 |  |  | $ | 270 |
Restricted stock or units settled in stock |  |  | 297 |  |  |  | 1,288 |
Restricted stock units settled in cash |  |  | 933 |  |  |  | 288 |
Total stock-based compensation expense |  | $ | 1,471 |  |  | $ | 1,846 |
(1) | Stock-based compensation expense for the first quarter of 2015 does not reflect $1.5 million of forfeitures related to our former Chief Executive Officer’s departure which was applied against the separation agreement payment of $2.5 million.
Performance Unit Awards. Performance unit awards granted during 2014, 2015 and 2016 are long-term incentive, cash-based awards. Payment of these awards is based upon a calculation of Total Shareholder Return (“TSR”) of CEC as compared to TSR across a specified peer group of our competitors over a three-year performance period ending primarily on December 31, 2016, 2017 and 2018, respectively. These awards are recorded as liabilities as the expense is recognized and fair value for these awards is revalued at each period end date with changes in fair value recorded in our unaudited condensed consolidated statement of income (loss) and comprehensive income (loss) in the current period. We recorded $0.3 million of expense and $0.4 million of credit related to these awards for the quarters ended March 31, 2016 and March 31, 2015, respectively.

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- Definition Tabular disclosure of components of a stock option or other award plan under which equity-based compensation is awarded to employees, typically comprised of the amount of unearned compensation (deferred compensation cost), compensation expense, and changes in the quantity and fair value of the shares (or other type of equity) granted, exercised, forfeited, and issued and outstanding pertaining to that plan. Disclosure may also include nature and general terms of such arrangements that existed during the period and potential effects of those arrangements on shareholders, effect of compensation cost arising from equity-based payment arrangements on the income statement, method of estimating the fair value of the goods or services received, or the fair value of the equity instruments granted, during the period, cash flow effects resulting from equity-based payment arrangements and, for registrants that accelerate vesting of out of the money share options, reasons for the decision to accelerate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 + Details
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