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. At June 30, 2017 and December 31, 2016, the Company had 62,500 shares of preferred stock issued and outstanding. In October 2016, the Company entered into a Purchase Agreement (the “Preferred Stock Purchase Agreement”) with BMO Capital Markets Corp. (“Initial Purchaser”), pursuant to which the Company agreed to issue and sell to Initial Purchaser 55,000 shares (the “Firm Securities”) of the Company’s 8⅛% Series B Cumulative Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Convertible Preferred Stock”) and, at Initial Purchaser’s option, up to 7,500 additional shares of Convertible Preferred Stock (together with the Firm Securities, collectively, the “Securities”). The Initial Purchaser exercised its over-allotment option to purchase the additional 7,500 shares of Convertible Preferred Stock in full, bringing the total shares of Convertible Preferred Stock purchased by Initial Purchaser to 62,500, for an aggregate net consideration of $60 million, before offering expenses. Each holder has the right at any time, at its option, to convert, any or all of such holder’s shares of Convertible Preferred Stock at an initial conversion rate of 33.8616 shares of fully paid and nonassessable shares of Common Stock, per share of Convertible Preferred Stock. Additionally, at any time on or after October 15, 2021, the Company shall have the right, at its option, to elect to cause all, and not part, of the outstanding shares of Convertible Preferred Stock to be automatically converted into that number of shares of Common Stock for each share of Convertible Preferred Stock equal to the conversion rate in effect on the mandatory conversion date as such terms are defined in the Certificate of Designation. A preferred dividend of $1.3 million was declared on June 19, 2017, and paid on July 17, 2017, to holders of record at the close of business on July 1, 2017. Common Stock The authorized common stock of the Company consists of 45,000,000 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 June 30, 2017 and December 31, 2016, the Company had 22,465,108 and 21,932,842 shares of common stock issued and outstanding, respectively. In May 2016, Resolute adopted a stockholder rights plan and in connection with such plan declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.0001 per share. The Rights trade with, and are inseparable from, the common stock until such time as they become exercisable on the distribution date. The Rights are evidenced only by certificates that represent shares of common stock and not by separate certificates. New Rights will accompany any new shares of common stock issued after May 27, 2016, until the earlier of the distribution date and the redemption or expiration of the rights. Each Right allows its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock In June 2016 Resolute filed a certificate of amendment to its certificate of incorporation to effect the previously-announced reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio of 1-for-5 (the “Reverse Stock Split”). The certificate of amendment also reduced the number of authorized shares of common stock from 225,000,000 to 45,000,000. The Reverse Stock Split, including the certificate of amendment, was approved by stockholders at the Company’s 2016 annual meeting of stockholders and by the Company’s Board of Directors. As a result, the Company is now in compliance with the $1.00 per share minimum price requirement of the New York Stock Exchange (the “NYSE”). All historical share amounts disclosed have been retroactively adjusted to reflect this Reverse Stock Split. During the fourth quarter of 2016, the Company issued 4,370,000 shares of common stock in a public offering at $38.00 per share for net proceeds of $160.9 million, after deducting fees and estimated expenses. The net proceeds were used to repay outstanding borrowings under the Secured Term Loan Facility and Revolving Credit Facility. 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 2009 Long Term Performance 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 4,901,548 (which includes the 1,000,000 shares under Amendment No. 3 to the Incentive Plan approved by the Company’s stockholders in May 2016 and the 1,450,000 shares under Amendment No. 4 to the Incentive Plan approved by the Company’s stockholders in May 2017). For the three and six months ended June 30, 2017 and 2016, the Company recorded expense related to the Incentive Plan as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Time-based restricted stock awards $ 1,551 $ 941 $ 3,051 $ 2,719 TSR awards 1,387 219 2,303 556 Stock option awards 39 247 496 436 Total share-based compensation expense 2,977 1,407 5,850 3,711 Time-based restricted cash awards 627 1,040 906 1,690 Performance-based restricted cash awards 698 89 1,205 127 Cash-settled stock appreciation awards (2,738 ) 306 1,903 416 Total cash-based compensation expense (1,413 ) 1,435 4,014 2,233 Total Incentive Plan compensation expense $ 1,564 $ 2,842 $ 9,864 $ 5,944 As of June 30, 2017, 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 $ 13,187 2.5 TSR awards 7,915 2.7 Stock option awards 1,227 1.5 Total unrecognized compensation expense $ 22,329 Equity Awards Equity awards consist of service-based and performance-based restricted stock and stock options under the Incentive Plan. All historical exercise, base and threshold prices disclosed have been retroactively adjusted to reflect the Reverse Stock Split. Time-Based Restricted Stock Awards Shares of time-based restricted stock issued to employees generally vest in three 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 six months ended June 30, 2017, the Company granted 372,720 shares of time-based restricted stock to employees and non-employee directors, pursuant to the Incentive Plan. The following table summarizes the changes in non-vested time-based restricted stock awards for the six months ended June 30, 2017: Weighted Average Grant Date Shares Fair Value Non-vested, beginning of period 151,781 $ 25.07 Granted 372,720 43.92 Vested (115,264 ) 28.70 Forfeited (2,117 ) 43.91 Non-vested, end of period 407,120 $ 41.20 TSR Awards In February 2017 the Board and its Compensation Committee awarded performance-based restricted shares to senior employees and 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 twelve 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 Board and its 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 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 rates between 0% and 2% which are updated periodically based on actual employee turnover. The valuation model for TSR Awards used the following assumptions: Grant Year Average Expected Volatility Expected Dividend Yield Risk-Free Interest Rate 2017 49.07% - 108.21% 0% 0.83% - 1.45% The following table summarizes the changes in non-vested TSR Awards for the six months ended June 30, 2017: Weighted Average Grant Date Shares Fair Value Non-vested, beginning of period 97,561 $ 66.60 Granted 131,379 77.23 Vested (97,561 ) 66.60 Forfeited (481 ) 77.21 Non-vested, end of period 130,898 $ 77.23 There were no TSR awards granted during the six months ended June 30, 2016. In addition to the vested TSR awards above, 63,024 outperformance shares were also earned and vested during the six months ended June 30, 2017, related to the TSR awards granted in 2014. 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%. The following table summarizes the option award activity for the six months ended June 30, 2017: Weighted Weighted Average Aggregate Average Remaining Intrinsic Value Shares Exercise Price Contractual Term (in thousands) Outstanding, beginning of period 1,052,513 $ 4.03 Exercised (55,438 ) 4.07 Forfeited (11,033 ) 3.52 Outstanding, end of period 986,042 $ 4.03 8.4 $ 25,376 Exercisable, end of period 397,719 $ 4.75 8.2 $ 9,949 The weighted average grant date fair value of options granted during the six months ended June 30, 2016, was $1.93. No options were granted during the six months ended June 30, 2017. The total intrinsic value for options exercised during the six months ended June 30, 2017, was $2.0 million. No options were exercised during the six months ended June 30, 2016. Liability Awards Liability awards consist of awards that are settled in cash instead of shares, as discussed below. The fair value of those instruments at a single point in time is not a forecast of what the estimated fair value of those instruments may be in the future. 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 $2.65 per share (as to 486,373 rights) and $2.915 per share (as to 1,216,479 rights). The awards granted to employees vest in three equal annual installments and have a ten-year term. The awards granted to non-employee directors vest in one year based on continued service and also have a ten-year term. The compensation expense to be recognized for the cash-settled stock appreciation rights was measured utilizing estimated forfeiture rates between 0% and 15% which will be updated periodically based on actual employee turnover. The fair value of the cash-settled stock appreciation rights as of June 30, 2017, was $45.7 million, of which $20.0 million has been expensed. 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 25% which will be updated periodically based on actual employee turnover. The total estimated future liability of the time-based restricted cash awards as of June 30, 2017, was $9.5 million, of which $5.6 million has been expensed. 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 was at $10.00 at which the award was payable at 1x, and the highest stock price hurdle was $40.00 at which the award was payable at a multiple of 6x. Interim hurdles and multiples between these end points are set forth in the governing agreements. As of June 30, 2017, all of the stock price hurdles up to $40.00 have been met. A time vesting element will apply to the performance-vested cash awards such that attained multiples will not be paid out earlier than upon satisfaction of a three-year vesting timetable from the date of grant. In order for an award to be paid, both the performance criteria and the time criteria would need to be satisfied. Once a time vesting date passes, the employee is entitled to be paid one third, two thirds or 100%, as applicable, of whatever multiples have been achieved provided the employee continues to be employed by the Company. Any multiples achieved following 100% time vesting would be paid within 60 days of such achievement. The estimated fair value of the performance-based restricted cash awards as of June 30, 2017, was $16.8 million of which $15.2 million has been expensed, 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 less than one year. As the fair value of liability awards is required to be re-measured at each period end, amounts recognized in future periods will vary. |