Stockholders' Equity and Long-term Employee Incentive Plan | Note 7 — Stockholders’ Equity and Long-term Employee Incentive Plan Preferred Stock The Company is authorized to issue up to 1,000,000 shares of preferred stock, par value $0.0001 with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. No shares were issued and outstanding as of March 31, 2016, or December 31, 2015. Common Stock The authorized common stock of the Company consists of 225,000,000 shares. The holders of the common shares are entitled to one vote for each share of common stock. In addition, the holders of the common stock are entitled to receive dividends when, as and if declared by the Board of Directors. At March 31, 2016 and December 31, 2015, the Company had 77,055,646 and 77,210,735 shares of common stock issued and outstanding, respectively. Resolute’s common stock trading price is currently below the $1.00 per share minimum price requirement of the New York Stock Exchange (the “NYSE”). The Company was notified of non-compliance with the $1.00 per share requirement in July 2015. In consultation with the NYSE, the Company confirmed that NYSE policies permit the Company a period up until the 2016 annual stockholder meeting to bring the trading price of the Company’s common stock back up to the $1.00 continued listing standard. In order to maintain its listing the Company has submitted for approval by its stockholders at the 2016 annual meeting a proposal for a reverse stock split, and intends to consummate the reverse stock split promptly following the 2016 annual meeting assuming such proposal is approved. Resolute also received notification on November 30, 2015, from the NYSE that the Company’s market capitalization was below the NYSE’s continued listing standard. The Company is considered below criteria established by the NYSE because the Company’s average market capitalization fell below $50 million over a trailing consecutive 30 trading-day period and its last reported stockholders’ equity was less than $50 million. In accordance with NYSE procedures, the Company had 45 days from the receipt of the notice to submit a business plan to the NYSE demonstrating how it intends to regain compliance with the NYSE’s continued listing standards within eighteen months. Resolute developed and submitted such a business plan within the required time frame and the NYSE accepted the plan. The Company will be subject to quarterly monitoring for compliance with the business plan and the Company’s common stock will continue to trade on the NYSE during the eighteen month period, subject to the Company’s compliance with other NYSE continued listing requirements. The NYSE may choose to shorten the usual compliance period if prior to the end of the eighteen months the Company’s market capitalization is over $50 million for two consecutive quarters. Long Term Employee Incentive Plan The Company accounts for share-based compensation in accordance with FASB ASC Topic 718, Stock Compensation In July 2009, the Company adopted the Incentive Plan, providing for long-term share-based awards intended as a means for the Company to attract, motivate, retain and reward directors, officers, employees and other eligible persons through the grant of awards and incentives for high levels of individual performance and improved financial performance of the Company. The share-based awards are also intended to further align the interests of award recipients and the Company’s stockholders. The maximum number of shares of common stock that may be issued under the Incentive Plan is 12,257,744 (which includes the additional 3,100,000 shares under Amendment No. 2 to the incentive plan approved by the Company’s stockholders on June 8, 2015). The Company has submitted for approval by its stockholders at the 2016 annual meeting a proposal for the amendment of the Incentive Plan to increase the number of shares available for issuance thereunder by 5,000,000 shares. In May 2015, the Board and its Compensation Committee approved a long-term incentive program for 2015 under the Incentive Plan consisting of grants of (i) options to purchase shares of common stock of the Company, vesting in equal annual installments on each of the first three anniversaries of the date of grant, with an exercise price of $1.35 per share and a ten year term, (ii) time-vested restricted cash awards of $5.2 million, vesting in equal annual installments on each of the first three anniversaries of the date of grant, and (iii) performance-vested restricted cash awards of $2.9 million, as described below. In September 2015, the Board and its Compensation Committee approved a grant consistent with the terms defined above of options to purchase shares of common stock of the Company, vesting in equal annual installments on each of the first three anniversaries of the date of grant, with an exercise price of $0.42 per share and a ten year term. In February 2016, the Board of Directors and Compensation Committee of the Company approved long-term incentive awards to employees and non-employee directors for 2016 consisting of a combination of stock options, cash-settled stock appreciation rights and restricted cash grants under the Incentive Plan. The 2016 long-term incentive awards to employees and non-employee directors consisted of grants of (i) options to purchase 3,707,524 shares of common stock of the Company with a ten-year term, vesting in three equal annual installments on March 8 of 2017, 2018 and 2019, with exercise prices of $0.53 per share (as to 1,677,130 shares) and $0.583 per share (as to 2,030,394 shares), (ii) 8,514,381 cash-settled stock appreciation rights with a ten-year term, vesting in three equal annual installments on March 8 of 2017, 2018 and 2019, with a base price of $0.53 per share (as to 2,431,964 rights) and $0.583 per share (as to 6,082,417 rights), (iii) $5,329,870 time-vested restricted cash awards, vesting in three equal annual installments on March 8 of 2017, 2018 and 2019, and (iv) 225,748 shares of restricted stock vesting on March 8, 2017. For the three months ended March 31, 2016 and 2015, the Company recorded expense related to the Incentive Plan as follows (in thousands): Three Months Ended March 31, 2016 2015 Time-based restricted stock awards $ 1,777 $ 2,281 TSR awards 337 702 Stock appreciation awards — 11 Stock option awards 189 — Time-based restricted cash awards 649 — Performance-based restricted cash awards 38 — Cash-settled stock appreciation awards 111 — Total Incentive Plan compensation expense $ 3,101 $ 2,994 As of March 31, 2016 the Company held unrecognized share-based compensation expense (in thousands) which is expected to be recognized over a weighted-average period as follows: Weighted Unrecognized Average Compensation Years Expense Remaining Time-based restricted stock awards $ 3,610 0.8 TSR awards 1,325 0.9 Stock option awards 2,468 2.7 Total unrecognized compensation expense $ 7,403 Equity Awards Equity awards consist of service-based and performance-based restricted stock units and stock options under the Incentive Plan. Stock Option Awards Options issued to employees to purchase shares of common stock vest in three equal annual installments at specified dates based on continued employment with a ten year term. The compensation expense to be recognized for the option awards was measured based on the Company’s estimated fair value at the date of grant using a Black-Scholes pricing model as well as estimated forfeiture rates between 0% and 15%, no dividends, expected stock price volatility ranging from 63% to 67% and a risk free rate ranging between 1.75% and 2.27%. During the three months ended March 31, 2016, the Company granted 3,707,524 options, with a weighted-average exercise price of $0.56 per share, to employees to purchase shares of common stock, pursuant to the Incentive Plan. The following table summarizes the changes in non-vested option awards for the three months ended March 31, 2016: Weighted Average Grant Date Shares Fair Value Non-vested, beginning of period 1,982,502 $ 0.92 Granted 3,707,524 0.39 Vested — — Forfeited (6,972 ) 0.97 Non-vested, end of period 5,683,054 $ 0.57 Time-Based Restricted Stock Awards Shares of time-based restricted stock issued to employees generally vest in three or four equal annual installments at specified dates based on continued employment. Shares issued to non-employee directors vest in one year based on continued service. The compensation expense to be recognized for the time-based restricted stock awards was measured based on the Company’s closing stock price on the dates of grant, utilizing estimated forfeiture rates between 0% and 15% which are updated periodically based on actual employee turnover. During the three months ended March 31, 2016 the Company granted 225,748 shares of time-based restricted stock to non-employee directors, pursuant to the Incentive Plan. The following table summarizes the changes in non-vested time-based restricted stock awards for the three months ended March 31, 2016: Weighted Average Grant Date Shares Fair Value Non-vested, beginning of period 1,428,974 $ 8.42 Granted 225,748 0.53 Vested (723,041 ) 9.83 Forfeited (6,426 ) 9.28 Non-vested, end of period 925,255 $ 5.38 Stock Appreciation Awards At March 31, 2016, no share-settled stock appreciation awards remain outstanding as all remaining awards expired on December 31, 2015. TSR Awards In 2013 and 2014 the Compensation Committee and Board awarded performance-based restricted shares to executive officers of the Company under the Incentive Plan. The restricted stock grants vest only upon achievement of thresholds of cumulative total shareholder return (“TSR”) as compared to a specified peer group (the “Performance-Vested Shares”). A TSR percentile (the “TSR Percentile”) is calculated based on the change in the value of the Company’s common stock between the grant date and the applicable vesting date, including any dividends paid during the period, as compared to the respective TSRs of a specified group of seventeen peer companies. The Performance-Vested Shares vest in three installments to the extent that the applicable TSR Percentile ranking thresholds are met upon the one-, two- and three-year anniversaries of the grant date. Performance-Vested Shares that are eligible to vest on a vesting date, but do not qualify for vesting, become eligible for vesting again on the next vesting date. All Performance-Vested Shares that do not vest as of the final vesting date will be forfeited on such date. The Compensation Committee also granted rights to earn additional shares of common stock upon achievement of a higher TSR Percentile (“Outperformance Shares”). The Outperformance Shares are earned in increasing increments based on a TSR Percentile attained over a specified threshold. Outperformance Shares may be earned on any vesting date to the extent that the applicable TSR Percentile ranking thresholds are met in three installments on the one-, two- and three-year anniversaries of the grant date. Outperformance Shares that are earned at a vesting date will be issued to the recipient; however, prior to such issuance, the recipient is not entitled to stockholder rights with respect to Outperformance Shares. Outperformance Shares that are eligible to be earned but remain unearned on a vesting date become eligible to be earned again on the next vesting date. The right to earn any theretofore unearned Outperformance Shares terminates immediately following the final vesting date. The Performance-Vested Shares and the Outperformance Shares are referred to as the “TSR Awards.” The compensation expense to be recognized for the TSR Awards was measured based on the estimated fair value at the date of grant using a Monte Carlo simulation model and utilizes estimated forfeiture rate of 4% which is updated periodically based on actual employee turnover. The following table summarizes the changes in non-vested TSR Awards for the three month period ended March 31, 2016: Weighted Average Grant Date Shares Fair Value Non-vested, beginning of period 764,598 $ 14.26 Granted — — Vested — — Forfeited — — Expired (276,779 ) 15.91 Non-vested, end of period 487,819 $ 13.32 Liability Awards Liability awards consist of awards that are settled in cash instead of shares, as discussed below. Cash-settled Stock Appreciation Rights A stock appreciation right is the right to receive an amount in cash equal to the excess, if any, of the fair market value of a share of common stock on the date on which the right is exercised over its base price. The February 2016 grants of cash-settled stock appreciation rights hold base prices of $0.53 per share (as to 2,431,964 rights) and $0.583 per share (as to 6,082,417 rights). These awards vest in three equal annual installments and have a ten-year term. The fair value of the cash-settled stock appreciation rights as of grant date and March 31, 2016, was $3.3 million and $3.0 million, respectively, of which $0.1 million has been accrued as of March 31, 2016. Time-Based Restricted Cash Awards Awards of time-based restricted cash issued to employees vest in three equal annual increments at specified dates based on continued employment. Time based restricted cash issued to non-employee directors vests in one year based on continued service. The compensation expense to be recognized for the time-based restricted cash awards was measured utilizing estimated forfeiture rates between 0% and 15% which will be updated periodically based on actual employee turnover. The total estimated future liability of the time-based restricted cash awards as of March 31, 2016, was $9.1 million, of which $1.6 million has been accrued. Performance-Based Restricted Cash Awards The performance criteria for the performance-based restricted cash awards granted in May 2015 are based on future prices of the Company’s common stock trading at or above specified thresholds. If and as certain stock price thresholds are met, using a 60 trading day average, various multiples of the performance-vested cash award will be attained. The first stock price hurdle is at $2.00 at which the award would be payable at 1x, and the highest stock price hurdle would be $8.00 at which the award would be payable at a multiple of 6x. Interim hurdles and multiples between these end points are set forth in the governing agreements. The performance-based cash awards have a ten year term ( i.e. The estimated fair value of the performance-based restricted cash awards as of March 31, 2016 was $0.5 million of which $0.3 million has been accrued as of March 31, 2016 based upon the three-year vesting. The fair value was estimated using an option pricing model for a cash or nothing call, an estimated forfeiture rate of 5% and an average effective term of seven years. As the fair value of liability awards is required to be re-measured at each period end, amounts recognized in future periods will vary. |