Stock and Stock-Based Compensation Plans | Stock and Stock-Based Compensation Plans Our stock-based compensation expense has included expense associated with KAR Auction Services, Inc. PRSUs, service-based restricted stock units ("RSUs"), service options and exit options. We have determined that the KAR Auction Services, Inc. PRSUs, RSUs, service options and exit options should be classified as equity awards. In addition, as further discussed below, holders of these awards received an equivalent number of PRSUs, RSUs and options in IAA as they had in KAR at June 28, 2019. These awards are scheduled to vest over the period from February 2020 to February/March 2022. In connection with the spin-off of IAA, the Company modified its stock-based compensation awards under the "equitable adjustments" clause in the Omnibus Plan, which provides anti-dilution protection. Generally, the award adjustments were intended to maintain the economic value of the awards before and after the Separation date. The post-spin KAR awards and post-spin IAA awards are generally subject to the same terms and conditions, and will continue to vest on the same schedule as the pre-spin KAR awards, except as noted in the equity-conversion related provisions of the employee matters agreement. There was no incremental compensation expense recorded as a result of these modifications. The post-spin expense is comprised of the combined KAR and IAA awards held by KAR employees and did not change as a result of the spin-off. The compensation cost that was charged against income for all stock-based compensation plans was $19.6 million , $19.6 million and $20.4 million for the years ended December 31, 2019 , 2018 and 2017 , respectively, and the total income tax benefit recognized in the consolidated statement of income for options, PRSUs and RSUs was approximately $2.9 million , $3.9 million and $5.1 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. We did not capitalize any stock-based compensation cost in the years ended December 31, 2019 , 2018 or 2017 . As of December 31, 2019, an estimated $8.3 million of unrecognized compensation expense related to non-vested PRSUs is expected to be recognized over a weighted average term of approximately 1.6 years. As of December 31, 2019, there was approximately $9.9 million of unrecognized compensation expense related to non-vested RSUs which is expected to be recognized over a weighted average term of 1.8 years. The following table summarizes our stock-based compensation expense by type of award (in millions) : Year Ended December 31, 2019 2018 2017 PRSUs $ 10.0 $ 10.8 $ 11.9 RSUs 9.6 8.7 7.1 Service options — 0.1 1.4 Total stock-based compensation expense $ 19.6 $ 19.6 $ 20.4 KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan - PRSUs, RSUs, Service Options and Exit Options We adopted the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan ("Omnibus Plan") in December 2009. The Omnibus Plan, which was approved by shareholders and amended and restated in June 2014, is intended to provide equity and/or cash-based awards to our executive officers and key employees. The maximum number of shares that may be issued pursuant to awards under the Omnibus Plan is 12.5 million , of which approximately 4.9 million shares remained available for future grants as of December 31, 2019. The Omnibus Plan provides for the grant of stock options, restricted stock, stock appreciation rights, other stock-based awards and cash-based awards. The PRSU and RSU grants described below were made pursuant to the Company's Policy on Granting Equity Awards. PRSUs In the years ended December 31, 2019, 2018 and 2017 we granted a target amount of approximately 0.3 million , 0.2 million and 0.2 million , respectively, PRSUs to certain executive officers and management of the Company. The weighted average grant date fair value of the PRSUs was $47.09 per share, $54.32 per share and $44.64 per share in 2019, 2018 and 2017, respectively, which was determined using the closing price of the Company's common stock on the dates of grant. Dividend equivalents accrue on the PRSUs and are subject to the same vesting and forfeiture terms as the PRSUs. In 2016, we granted a target amount of approximately 0.3 million PRSUs to certain executive officers and management of the Company. The PRSUs vested in 2019 based on attainment of the Company's three -year cumulative operating adjusted net income per share goals. The weighted average grant date fair value of the PRSUs was $34.94 per share, which was determined using the closing price of the Company's common stock on the dates of grant. The following table summarizes PRSU activity (held by KAR and IAA employees), including dividend equivalents, under the Omnibus Plan for the year ended December 31, 2019: Performance Restricted Stock Units Number Weighted Average Grant Date Fair Value PRSUs at January 1, 2019 789,707 $ 44.62 Granted 288,545 47.09 Vested (342,276 ) 33.44 Forfeited (38,058 ) 25.26 PRSUs at December 31, 2019 697,918 $ 18.52 KAR employees hold 625,515 of the non-vested PRSUs at December 31, 2019 and IAA employees hold 72,403 of the non-vested PRSUs at December 31, 2019. KAR employees also hold 616,753 of non-vested PRSUs in IAA at December 31, 2019. The fair value of shares that vested during the years ended December 31, 2019 and 2018 was $17.4 million and $16.1 million , respectively. RSUs In each of the years ended December 31, 2019, 2018 and 2017, approximately 0.3 million RSUs were granted to certain executive officers and management of the Company. The RSUs are contingent upon continued employment and generally vest in three equal annual installments. The fair value of RSUs is the value of the Company's common stock at the date of grant and the weighted average grant date fair value of the RSUs was $46.95 per share, $54.28 per share and $44.03 per share in 2019, 2018 and 2017, respectively. Dividend equivalents accrue on the RSUs and are subject to the same vesting and forfeiture terms as the RSUs. The following table summarizes RSU activity (held by KAR and IAA employees), including dividend equivalents, under the Omnibus Plan for the year ended December 31, 2019: Restricted Stock Units Number Weighted Average Grant Date Fair Value RSUs at January 1, 2019 556,172 $ 47.87 Granted 307,772 46.95 Vested (251,328 ) 42.86 Forfeited (61,849 ) 33.24 RSUs at December 31, 2019 550,767 $ 22.71 KAR employees hold 410,606 of the non-vested RSUs at December 31, 2019 and IAA employees hold 140,161 of the non-vested RSUs at December 31, 2019. KAR employees also hold 402,540 of non-vested RSUs in IAA at December 31, 2019. The fair value of shares that vested during the years ended December 31, 2019, 2018 and 2017 was $11.8 million , $29.7 million and $14.7 million , respectively. Service Options The outstanding service options granted under the Omnibus Plan have a ten year life and are fully vested and exercisable. The following table summarizes service option activity under the Omnibus Plan for the year ended December 31, 2019 : Service Options Number Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding at January 1, 2019 1,003,654 $ 24.36 Granted — N/A Exercised (295,244 ) 19.87 Forfeited — N/A Canceled (563 ) 10.49 Outstanding at December 31, 2019 707,847 $ 9.08 3.3 years $ 9.0 Exercisable at December 31, 2019 707,847 $ 9.08 3.3 years $ 9.0 The intrinsic value presented in the table above represents the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2019 . The intrinsic value changes continuously based on the fair value of our stock. The market value is based on KAR Auction Services' closing stock price of $21.79 on December 31, 2019 . The total intrinsic value of service options exercised during the years ended December 31, 2019 , 2018 and 2017 was $7.1 million , $13.1 million and $8.1 million , respectively. The fair market value of all vested and exercisable service options at December 31, 2019 and 2018 was $15.4 million and $47.9 million , respectively. All compensation expense related to the service options has been recognized. Exit Options The outstanding exit options granted in 2010 under the Omnibus Plan have a ten year life and are fully vested and exercisable. The following table summarizes exit option activity under the Omnibus Plan for the year ended December 31, 2019 : Exit Options Number Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in millions) Outstanding at January 1, 2019 14,465 $ 12.85 Granted — N/A Exercised (10,912 ) 12.02 Forfeited — N/A Canceled — N/A Outstanding at December 31, 2019 3,553 $ 5.12 0.2 years $ 0.1 Exercisable at December 31, 2019 3,553 $ 5.12 0.2 years $ 0.1 The intrinsic value presented in the table above represents the amount by which the market value of the underlying stock exceeds the exercise price of the option at December 31, 2019 . The intrinsic value changes continuously based on the fair value of our stock. The market value is based on KAR Auction Services' closing stock price of $21.79 on December 31, 2019 . The total intrinsic value of exit options exercised during the years ended December 31, 2019 , 2018 and 2017 was $0.4 million , $23.9 million and $14.7 million , respectively. The fair market value of all vested and exercisable exit options at December 31, 2019 and 2018 was $0.1 million and $0.7 million , respectively. All compensation expense related to the exit options has been recognized. KAR Auction Services, Inc. Employee Stock Purchase Plan We adopted the KAR Auction Services, Inc. Employee Stock Purchase Plan ("ESPP") in December 2009. The ESPP, which was approved by shareholders, is designed to provide an incentive to attract, retain and reward eligible employees and is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended. A maximum of 1,000,000 shares of our common stock have been reserved for issuance under the ESPP, of which 225,020 shares remained available for future ESPP purchases as of December 31, 2019 . The ESPP provides for one month offering periods with a 15% discount from the fair market value of a share on the date of purchase. A participant's annual contribution to the ESPP may not exceed $25,000 per year. Unless terminated earlier, the ESPP will terminate on December 31, 2028. In accordance with ASC 718, Compensation—Stock Compensation , the entire 15% purchase discount is recorded as compensation expense. Share Repurchase Programs In October 2019, the board of directors authorized a repurchase of up to $300 million of the Company's outstanding common stock, par value $0.01 per share, through October 30, 2021 . Repurchases may be made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases is subject to market and other conditions. This program does not oblige the Company to repurchase any dollar amount or any number of shares under the authorization, and the program may be suspended, discontinued or modified at any time, for any reason and without notice. In October 2016, the board of directors authorized a repurchase of up to $500 million of the Company’s outstanding common stock, par value $0.01 per share, through October 26, 2019 . Repurchases were made in the open market or through privately negotiated transactions, in accordance with applicable securities laws and regulations, including pursuant to repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The timing and amount of any repurchases is subject to market and other conditions. In 2019, 2018 and 2017 we repurchased and retired 4,753,300 , 2,695,978 and 3,279,089 shares of common stock, respectively, in the open market at a weighted average price of $25.18 , $55.64 and $45.74 per share, respectively, under the October 2016 authorization. |