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Equity-Based Compensation
6 Months Ended
Jun. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

10.

Equity-Based Compensation

Equity Incentive Plans

The Company issues stock-based awards, including stock options, restricted stock and restricted stock units, to certain officers, employees and non-employee directors under the Acadia Healthcare Company, Inc. Incentive Compensation Plan (the “Equity Incentive Plan”). At June 30, 2019, a maximum of 8,200,000 shares of the Company’s common stock were authorized for issuance as stock options, restricted stock and restricted stock units or other share-based compensation under the Equity Incentive Plan, of which 2,855,613 were available for future grant. Stock options may be granted for terms of up to ten years. The Company recognizes expense on all share-based awards on a straight-line basis over the requisite service period of the entire award. Grants to employees generally vest in annual increments of 25% each year, commencing one year after the date of grant. The exercise prices of stock options are equal to the most recent closing price of the Company’s common stock on the most recent trading date prior to the date of grant.

The Company recognized $4.2 million and $7.1 million in equity-based compensation expense for the three months ended June 30, 2019 and 2018, respectively, and $10.3 million and $14.0 million for the six months ended June 30, 2019 and 2018, respectively. At June 30, 2019, there was $42.1 million of unrecognized compensation expense related to unvested options, restricted stock and restricted stock units, which is expected to be recognized over the remaining weighted average vesting period of 1.3 years.

At June 30, 2019, there were no warrants outstanding and exercisable. The Company recognized a deferred income tax benefit of $1.1 million and $1.9 million for the three months ended June 30, 2019 and 2018, respectively, related to equity-based compensation expense. The Company recognized a deferred income tax benefit of $2.8 million and $3.8 million for the six months ended June 30, 2019 and 2018, respectively, related to equity-based compensation expense.

Stock Options

Stock option activity during 2018 and 2019 was as follows (aggregate intrinsic value in thousands):

 

 

 

Number

of

Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Term

(in years)

 

 

Aggregate

Intrinsic

Value

 

Options outstanding at January 1, 2018

 

 

974,566

 

 

$

47.89

 

 

 

7.46

 

 

$

3,802

 

Options granted

 

 

374,700

 

 

 

37.54

 

 

 

9.21

 

 

 

246

 

Options exercised

 

 

(20,989

)

 

 

17.83

 

 

N/A

 

 

 

383

 

Options cancelled

 

 

(128,737

)

 

 

50.83

 

 

N/A

 

 

N/A

 

Options outstanding at December 31, 2018

 

 

1,199,540

 

 

 

44.64

 

 

 

7.26

 

 

 

2,717

 

Options granted

 

 

566,800

 

 

 

28.25

 

 

 

9.69

 

 

 

1,196

 

Options exercised

 

 

(42,545

)

 

 

20.55

 

 

N/A

 

 

 

457

 

Options cancelled

 

 

(214,423

)

 

 

42.49

 

 

N/A

 

 

N/A

 

Options outstanding at June 30, 2019

 

 

1,509,372

 

 

$

39.44

 

 

 

7.98

 

 

$

1,855

 

Options exercisable at December 31, 2018

 

 

534,164

 

 

$

44.98

 

 

 

5.73

 

 

$

2,386

 

Options exercisable at June 30, 2019

 

 

571,267

 

 

$

47.60

 

 

 

6.21

 

 

$

718

 

 

Fair values are estimated using the Black-Scholes option pricing model. The following table summarizes the grant-date fair value of options and the assumptions used to develop the fair value estimates for options granted during the six months ended June 30, 2019 and year ended December 31, 2018:

 

 

June 30,

2019

 

 

December 31,

2018

 

Weighted average grant-date fair value of options

 

$

10.45

 

 

$

13.67

 

Risk-free interest rate

 

 

2.4

%

 

 

2.2

%

Expected volatility

 

 

38

%

 

 

37

%

Expected life (in years)

 

 

5.0

 

 

 

5.1

 

 

The Company’s estimate of expected volatility for stock options is based upon the volatility of our stock price over the expected life of the award. The risk-free interest rate is the approximate yield on U.S. Treasury Strips having a life equal to the expected option life on the date of grant. The expected life is an estimate of the number of years an option will be held before it is exercised.

Other Stock-Based Awards

Restricted stock activity during 2018 and 2019 was as follows:

 

 

 

Number of

Shares

 

 

Weighted

Average

Grant-Date

Fair Value

 

Unvested at January 1, 2018

 

 

809,868

 

 

$

50.19

 

Granted

 

 

480,137

 

 

 

36.84

 

Cancelled

 

 

(88,989

)

 

 

47.57

 

Vested

 

 

(395,959

)

 

 

50.41

 

Unvested at December 31, 2018

 

 

805,057

 

 

$

42.40

 

Granted

 

 

626,279

 

 

 

28.47

 

Cancelled

 

 

(289,914

)

 

 

32.35

 

Vested

 

 

(244,667

)

 

 

46.85

 

Unvested at June 30, 2019

 

 

896,755

 

 

$

34.71

 

 

Restricted stock unit activity during 2018 and 2019 was as follows:

 

 

 

Number of

Units

 

 

Weighted

Average

Grant-Date

Fair Value

 

Unvested at January 1, 2018

 

 

360,909

 

 

$

50.04

 

Granted

 

 

285,358

 

 

 

42.26

 

Cancelled

 

 

(89,173

)

 

 

55.44

 

Vested

 

 

(72,983

)

 

 

49.64

 

Unvested at December 31, 2018

 

 

484,111

 

 

$

44.52

 

Granted

 

 

168,835

 

 

 

36.01

 

Cancelled

 

 

(267,161

)

 

 

45.20

 

Vested

 

 

 

 

 

 

Unvested at June 30, 2019

 

 

385,785

 

 

$

40.32

 

 

Restricted stock awards are time-based vesting awards that vest over a period of three or four years and are subject to continuing service of the employee or non-employee director over the ratable vesting periods. The fair values of the restricted stock awards were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date.

Restricted stock units are granted to employees and are subject to Company performance compared to pre-established targets and Company performance compared to peers. In addition to Company performance, these performance-based restricted stock units are subject to the continuing service of the employee during the two- or three-year period covered by the awards. The performance condition for the restricted stock units is based on the Company’s achievement of annually established targets for diluted earnings per share. Additionally, the number of shares issuable pursuant to restricted stock units granted during 2019 and 2018 are subject to adjustment based on the Company’s three-year annualized total stockholder return relative to a peer group consisting of S&P 1500 companies within the Healthcare Providers & Services 6 digit GICS industry group and selected other companies deemed to be peers. The number of shares issuable at the end of the applicable vesting period of restricted stock units ranges from 0% to 200% of the targeted units based on the Company’s actual performance compared to the targets and, for 2019 and 2018 awards, performance compared to peers.

The fair values of restricted stock units were determined based on the closing price of the Company’s common stock on the trading date immediately prior to the grant date for units subject to performance conditions, or at its Monte-Carlo simulation value for units subject to market conditions.