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 March 31, 2018 and December 31, 2017, 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 March 21, 2018, and paid on April 16, 2018, to holders of record at the close of business on April 1, 2018. 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 March 31, 2018, and December 31, 2017, the Company had 23,152,313 and 22,527,652 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 Long Term Employee Incentive Plan The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, Stock Compensation. In July 2009, the Company adopted the 2009 Performance Incentive Plan, providing for long-term stock-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 stock-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 additional 620,000 shares under Amendment No. 2 to the Incentive Plan approved by the Company’s stockholders in June 2015, 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 months ended March 31, 2018 and 2017, the Company recorded expense related to the Incentive Plan as follows (in thousands): Three Months Ended March 31, 2018 2017 Time-based restricted stock awards $ 3,474 $ 1,500 TSR awards 1,712 916 Stock option awards 3,664 457 Total stock-based compensation expense 8,850 2,873 Time-based restricted cash awards 1,282 279 Performance-based restricted cash awards 808 507 Cash-settled stock appreciation awards 9,251 4,641 Total cash-based compensation expense 11,341 5,427 Total Incentive Plan compensation expense $ 20,191 $ 8,300 As of March 31, 2018, the Company holds unrecognized stock-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 $ 18,403 2.3 TSR awards 13,492 2.6 Stock option awards 328 0.7 Total unrecognized compensation expense $ 32,223 Equity Awards Equity awards consist of time-based and performance-based restricted stock and stock options under the Incentive Plan. 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 three months ended March 31, 2018, the Company granted 361,619 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 three months ended March 31, 2018: Weighted Average Grant Date Shares Fair Value Non-vested, beginning of period 407,487 $ 41.62 Granted 361,619 32.90 Vested (182,274 ) 43.97 Forfeited (2,386 ) 43.92 Non-vested, end of period 584,446 $ 35.48 The weighted average grant date fair value of shares granted during the three months ended March 31, 2018 and 2017 was $32.90 and $43.92, respectively. TSR Awards In February 2017 and 2018 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 eleven peer companies in 2017 and fifteen companies in 2018. 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% 2018 35.19% - 197.75% 0% 1.96% - 2.31% The following table summarizes the changes in non-vested TSR Awards for the three months ended March 31, 2018: Weighted Average Grant Date Shares Fair Value Non-vested, beginning of period 130,444 $ 77.23 Granted 184,657 58.87 Vested (37,391 ) 65.90 Non-vested, end of period 277,710 $ 66.67 No outperformance shares were earned or vested during the three months ended March 31, 2018, related to the TSR awards granted in 2017. 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 three months ended March 31, 2018: Weighted Weighted Average Aggregate Average Remaining Intrinsic Value Shares Exercise Price Contractual Term (in thousands) Outstanding, beginning of period 918,254 $ 3.95 Exercised (176,490 ) 3.55 Forfeited (2,589 ) 3.54 Outstanding, end of period 739,175 $ 4.04 7.6 $ 22,659 Exercisable, end of period 470,685 $ 4.03 7.6 $ 14,413 No options were granted during the three months ended March 31, 2018 or 2017. The total intrinsic value for options exercised during the three months ended March 31, 2018 and 2017 was $5.5 million and $1.4 million, respectively. 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. As the fair value of liability awards is required to be re-measured at each period end, amounts recognized in future periods will vary. 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 335,445 rights outstanding as of March 31, 2018) and $2.915 per share (as to 1,121,162 rights outstanding as of March 31, 2018). 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 using a Black-Scholes pricing model, estimated forfeiture rates between 0% and 14% which will be updated periodically based on actual employee turnover, no dividends and expected price volatility and risk-free rates relative to the expected term. The fair value of the cash-settled stock appreciation rights as of March 31, 2018, was $48.1 million, of which $38.6 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 based on the cash value per unit ($1 per unit) on the date of grant and utilized estimated forfeiture rates between 0% and 23% 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, 2018, was $9.6 million, of which $7.6 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 March 31, 2018, all of the stock price hurdles up to $40.00 had previously 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. The final payment of performance-based restricted cash will be in May 2018. The estimated fair value of the performance-based restricted cash awards as of March 31, 2018 was $15.8 million of which $15.7 million has been expensed, based upon the three-year vesting. The fair value was estimated using Black-Scholes option pricing model for a cash or nothing call, an estimated forfeiture rate of 4%, an average effective term of less than one year, no dividends and expected price volatility and risk-free rates relative to the expected term. |