Share-Based Compensation | Share-Based Compensation The Company maintains two stock incentive plans: the Amended and Restated Stock Option Plan (the “2006 Plan”) and the Second Amended and Restated Stock 2010 Incentive Plan (the “2010 Amended Plan”, together with the 2006 Plan, the “Plans”). In December 2016, the Company's stockholders approved the Second Amended and Restated 2010 Stock Incentive Plan, which authorized the issuance of an additional 17 million shares of the Company's common stock pursuant to awards. Under the Plans, the Company is authorized to issue up to a maximum of 46,374,756 shares of common stock. This number includes any shares that remained available for issuance under the 2006 Plan as of the date of the IPO and any shares subject to awards that were outstanding under the 2006 Plan as of the date of the IPO that expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company without the issuance of shares thereunder. The Company will not make any further grants under the 2006 Plan. The 2010 Amended Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, RSAs, RSUs, and other share-based awards. As of December 31, 2020, 5,028,242 shares were available for future grants of awards under the 2010 Amended Plan. To the extent that previously granted awards under the 2006 Plan or 2010 Amended Plan expire, terminate or are otherwise surrendered, canceled or forfeited, the number of shares available for future awards under the 2010 Amended Plan will increase. Under the terms of the Plans, all stock options will expire if they are not exercised within ten years of their grant date. Generally all employee options, RSAs and RSUs vest ratably between one For the years ended December 31, 2020, 2019, and 2018, the Company recognized $37.3 million, $8.2 million, and $2.4 million, respectively, of income tax benefit from windfalls associated with vesting and exercises of equity awards The Company uses the Black-Scholes option pricing model to estimate the fair value of its service-based options as of its grant date. The Company uses the Monte Carlo simulations to estimate the fair value of its market-based PBRSUs. The market-based PBRSUs vest upon satisfaction of both time-based requirements and market targets based on share price. Expected life is based on the market condition to which the vesting is tied. The Company assesses current performance on performance-based PBRSU’s by reviewing historical performance to date, along with any adjustments which have been approved to the reported performance, and add on future projections to determine the probable outcome of the awards. The current estimates are then compared to the scoring metrics and any necessary adjustments are reflected in the current period to update share-based compensation expense to the current performance expectations. The following table sets forth the significant assumptions used in the Black-Scholes option pricing model and the Monte Carlo simulations and the calculation of share-based compensation expense during 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 Expected dividend yield —% —% —% Risk-free interest rate 0.3% to 1.7% 1.5% to 2.5% 2.3% to 3.0% Expected volatility 43% 40% to 45% 40% to 45% Expected term (in years) 5.5 2.0 to 5.5 2.6 to 6.3 Total share-based compensation costs that have been included in the Company’s consolidated statements of operations were as follows (in millions): Year Ended December 31, 2020 2019 2018 Share-Based Compensation Expense Allocation Details: Cost of services $ 9.9 $ 6.1 $ 5.8 Selling, general and administrative 14.1 12.3 12.4 Other 0.1 0.2 0.2 Total share-based compensation expense (1) $ 24.1 $ 18.6 $ 18.4 (1) In addition to the share-based compensation expense recorded above, $0.1 million , $0.2 million, and $0.3 million of share-based compensation expense was capitalized to deferred contract costs for the year ended December 31, 2020 , 2019, and 2018, respectively. See Note 22, Deferred Contract Costs, for further discussion. Stock options The following table sets forth a summary of all option activity under all plans for the years ended December 31, 2020, 2019, and 2018: Shares Weighted- Weighted- Aggregate Outstanding at January 1, 2018 17,742,966 $ 4.70 7.9 $ 23.7 Granted 274,162 6.51 Exercised (1,713,710) 2.54 Canceled/forfeited (2,418,948) 2.60 Outstanding at December 31, 2018 13,884,470 $ 5.36 6.6 $ 49.2 Granted 52,986 10.06 Exercised (2,640,897) 5.20 Canceled/forfeited (612,299) 2.55 Expired (3,920) 12.98 Outstanding at December 31, 2019 10,680,340 $ 5.59 5.5 $ 81.1 Granted 80,425 11.18 Exercised (3,156,154) 6.13 Canceled/forfeited (169,420) 3.32 Expired (1,214,220) 14.62 Outstanding at December 31, 2020 6,220,971 $ 3.68 5.7 $ 126.5 Outstanding, vested and exercisable at December 31, 2018 7,712,264 $ 7.37 5.4 $ 17.7 Outstanding, vested and exercisable at December 31, 2019 7,868,280 $ 6.57 4.9 $ 52.5 Outstanding, vested and exercisable at December 31, 2020 5,230,690 $ 3.73 5.5 $ 106.2 The weighted-average grant date fair value of options granted during the years ended December 31, 2020, 2019, and 2018 was $4.41, $4.25, and $3.01 per share, respectively. The total intrinsic value of the options exercised in the years ended December 31, 2020, 2019, and 2018 was $30.5 million, $16.4 million, and $9.6 million, respectively. The total fair value of options vested during the years ended December 31, 2020, 2019, and 2018 was $2.2 million, $3.4 million, and $4.2 million, respectively. Restricted stock awards As of December 31, 2019, all RSAs had fully vested. No new RSAs were granted in 2020. The following table sets forth a summary of the activity during the years ended December 31, 2019 and 2018: Shares Weighted- Outstanding and unvested at January 1, 2018 2,352,490 $ 3.03 Vested (1,184,687) 3.07 Forfeited (72,259) 3.24 Outstanding and unvested at December 31, 2018 1,095,544 $ 3.02 Vested (1,094,336) 3.02 Forfeited (1,208) 5.38 Outstanding and unvested at December 31, 2019 — $ — The total fair value of RSAs vested during the years ended December 31, 2019, and 2018 was $3.3 million and $3.6 million, respectively. The Company’s RSA agreements allowed employees to deliver to the Company shares of stock upon vesting of their RSAs in lieu of their payment of the required personal employment-related taxes. The Company does not withhold taxes in excess of maximum required statutory requirements. During the years ended December 31, 2019, and 2018, employees delivered to the Company 380,564 and 404,466 shares of stock, respectively, which the Company recorded at a cost of approximately $3.8 million and $2.3 million, respectively. Forfeited and canceled RSAs are added to treasury stock. For the years ended December 31, 2019, and 2018, 1,208, and 72,259 shares were added to treasury stock due to canceled RSAs, respectively. Restricted stock units The following table sets forth a summary of all RSU activity during the years ended December 31, 2020, 2019, and 2018: Shares Weighted- Outstanding and unvested at January 1, 2018 1,183,500 $ 2.50 Granted 441,849 7.99 Vested (323,964) 2.48 Forfeited (174,704) 3.49 Outstanding and unvested at December 31, 2018 1,126,681 $ 4.50 Granted 830,668 10.60 Vested (422,770) 4.07 Forfeited (161,223) 7.00 Outstanding and unvested at December 31, 2019 1,373,356 $ 8.03 Granted 1,588,120 10.29 Vested (504,708) 6.74 Forfeited (348,321) 9.09 Outstanding and unvested at December 31, 2020 2,108,447 $ 9.87 The Company's RSU agreements allow employees to surrender to the Company shares of common stock upon vesting of their RSUs in lieu of their payment of the required personal employment-related taxes. During the years ended December 31, 2020, 2019, and 2018, employees delivered to the Company 141,331, 109,112, and 94,603 shares of stock, respectively, which the Company recorded at a cost of approximately $1.4 million, $1.1 million, and $0.7 million, respectively. Shares surrendered for payment of personal employment-related taxes are held in treasury. Performance-based restricted stock units Outstanding PBRSUs issued prior to April 2019 vest upon satisfaction of both time-based requirements and market targets based on share price with certain awards vesting between December 31, 2021 and December 31, 2022. Depending on the percentage level at which the market-based condition is satisfied, the number of shares vesting could be between 0% and 150% of the number of PBRSUs originally granted. PBRSUs issued subsequent to April 2019 vest either in December 2021 or December 2022 upon satisfaction of both time-based and performance-based conditions. Depending on the award, performance condition targets may include cumulative adjusted EBITDA, end-to-end RCM agreement growth, scored revenue growth, or other specific performance factors. Depending on the percentage level at which the performance-based conditions are satisfied, the number of shares vesting could be between 0% and 200% of the number of PBRSUs originally granted. Based on the established targets, the maximum number of shares that could vest for all outstanding PBRSUs is 5,363,408. A summary of the PBRSU activity during the years ended December 31, 2020, 2019, and 2018 is shown below: Shares Weighted- Outstanding and unvested at January 1, 2018 4,785,900 $ 3.37 Granted 1,472,677 6.12 Vested — — Forfeited (1,648,129) 3.34 Outstanding and unvested at December 31, 2018 4,610,448 $ 4.26 Granted 1,282,797 9.99 Performance factor adjustment 463,408 2.06 Vested (1,390,223) 2.06 Forfeited (846,994) 5.08 Outstanding and unvested at December 31, 2019 4,119,436 $ 6.37 Granted 1,637,581 13.25 Performance factor adjustment 3,879,186 14.72 Vested (6,344,151) 13.11 Forfeited (374,981) 6.66 Outstanding and unvested at December 31, 2020 2,917,071 $ 11.35 The Company’s PBRSU agreements allow employees to surrender to the Company shares of common stock upon vesting of their PBRSUs in lieu of their payment of the required personal employment-related taxes. During the years ended December 31, 2020 and 2019, employees delivered to the Company 2,740,924 and 483,627 shares of stock, respectively, which the Company recorded at a cost of approximately $64.2 million and $6.1 million, respectively. Shares surrendered for payment of personal employment-related taxes are held in treasury. |