Stock Compensation Expense | Stock Compensation Expense Before the 2017 Merger, Knight and Swift granted share-based awards under their respective share-based compensation plans, including the Knight Amended and Restated 2003 Stock Option Plan, the Knight 2012 Equity Compensation Plan, the Knight Amended and Restated 2015 Omnibus Incentive Plan, the Swift 2007 Omnibus Incentive Plan (collectively, the “Legacy Plans”), and the Swift 2014 Omnibus Incentive Plan (the “2014 Plan”). In connection with the 2017 Merger, the securities registered under the Legacy Plans were deregistered, and no future awards may be made under the Legacy Plans. Any outstanding award granted under a Legacy Plan has been assumed by the combined company and continues to be governed by such Legacy Plan until such awards have been exercised, forfeited, cancelled, or have otherwise expired or terminated. Currently, the combined company’s only share-based incentive plan under which share-based awards may be granted is our 2014 Plan. The 2014 Plan was adopted by the Swift board in March 2014, approved by the Swift stockholders in May 2014, and replaced Swift's 2007 Omnibus Incentive Plan. The 2014 Plan permits the payment of cash incentive compensation and authorizes the granting of stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance units, cash-based awards, and stock-based awards to the Company's employees and non-employee directors. As of September 30, 2017 , the aggregate number of shares remaining available under the 2014 Plan was approximately 3.0 million shares. Pursuant to the Merger Agreement, on September 8, 2017 (the "Merger Date"), from an accounting perspective (i) each outstanding Swift stock option, fully vested as a result of the 2017 Merger, was converted into a stock option to acquire the Company's shares using a 0.72 -for-one share consolidation ratio and adjusting the exercise price using the same consolidation ratio, (ii) each outstanding unvested Swift restricted stock award was converted into an unvested restricted stock award of the Company using the 0.72 -for-one share consolidation ratio, (iii) each outstanding unvested Swift restricted stock unit was converted into an unvested restricted stock unit of the Company using the 0.72 -for-one share consolidation ratio, and (iv) each outstanding unvested Swift performance share unit was converted into an unvested performance share unit of the Company using the 0.72 -for-one consolidation ratio. Except for the conversion of stock options, unvested restricted stock awards, unvested restricted stock units, and unvested performance share units discussed herein, the material terms of the awards remained unchanged. In accordance with authoritative guidance on accounting for stock-based compensation, we revalued the awards upon the Merger closing and allocated the revised fair value between purchase consideration and continuing compensation expense based on the ratio of service performed through the Merger Date over the total service period of the awards. The revised fair value allocated to post-merger services resulted in incremental expense, which is recognized over the remaining service period of the awards. The total value of Swift awards earned as of the Merger Date included as purchase consideration was $13.1 million . The total value of Swift awards not earned as of the Merger Date was $6.3 million , which will be expensed over the remaining future vesting period. Of this amount, $0.1 million was recorded on the salaries, wages and benefits expense line in the condensed consolidated statement of income for the three and nine months ended September 30, 2017. Refer to Note 1 to the consolidated financial statements for further information regarding the 2017 Merger. Pursuant to the Merger Agreement, on the Merger Date, from a legal perspective (i) each outstanding vested and unvested Knight stock option was assumed by the Company and automatically converted into a stock option to acquire an equal number of Company shares, (ii) each outstanding Knight restricted stock awards was assumed by the Company and automatically converted into a restricted stock award of the Company, (iii) each outstanding vested and unvested Knight restricted stock unit award was assumed by the Company and automatically converted into a restricted stock unit award of the Company, and (iv) each outstanding vested and unvested Knight performance unit award was assumed by the Company and automatically converted into a performance unit award of the Company. Except for the conversion of stock options, restricted stock awards, restricted stock unit awards, and performance unit awards discussed herein, the material terms of the awards remained unchanged. Certain of the Knight performance unit awards vested upon the consummation of the 2017 Merger, as described below. The following table shows the stock compensation expense categorized by unit: Quarter Ended September 30, Year-to-Date September 30, 2017 2016 2017 2016 (In thousands) Stock compensation expense for options, net of forfeitures $ 480 $ 434 $ 1,309 $ 1,318 Stock compensation expense for restricted stock units and performance restricted stock units, net of forfeitures 1,340 112 2,084 1,808 Total stock compensation expense, net of forfeitures $ 1,820 $ 546 $ 3,393 $ 3,126 Our policy is to recognize compensation expense on a straight-line basis over the requisite service period for the entire award. As of September 30, 2017 , we have approximately $4.4 million of unrecognized compensation expense related to unvested options. We expect to recognize this cost over a weighted-average period of 1.9 years and a total period of 3.7 years . We have approximately $15.6 million of unrecognized compensation expense related to restricted stock unit awards, which we expect to recognize over a weighted-average period of 2.4 years and a total period of 5.3 years . We do not have unrecognized compensation cost related to unvested performance restricted stock units (“PRSUs”). A total of 497,421 and 569,480 stock options were granted year-to-date September 30, 2017 and 2016 , respectively. As a result of the 2017 Merger, we also assumed 528,466 Swift stock options. We received approximately $9.7 million in cash from the exercise of stock options during year-to-date September 30, 2017 , compared to $9.3 million for the same period in 2016 . The following table is a summary of the option award activity under our equity compensation plans: Option Totals Weighted Average Exercise Outstanding as of December 31, 2016 1,737,400 $ 23.19 Granted 497,421 33.35 Assumed Swift stock options 528,466 21.93 Exercised (515,012 ) 21.83 Forfeited (169,616 ) 27.35 Outstanding as of September 30, 2017 2,078,659 $ 25.30 The fair value of each option grant is estimated on the grant date using the Black-Scholes option valuation model. Listed below are the weighted-average assumptions used for the fair value computation: Year-to-Date September 30, 2017 2016 Dividend yield (1) 0.72 % 0.99 % Expected volatility (2) 27.95 % 27.91 % Risk-free interest rate (3) 1.49 % 0.90 % Expected term (4) 3.22 years 2.74 years Weighted-average fair value of options granted $ 6.78 $ 4.28 ____________ (1) Dividend yield - the dividend yield is based on our historical experience and future expectation of dividend payouts. (2) Expected volatility - we analyzed the volatility of our stock using historical data. (3) Risk-free interest rate - the risk-free interest rate assumption is based on U.S. Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the stock option award. (4) Expected term - the expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding and has been determined based on an analysis of historical exercise behavior. A total of 124,145 and 10,222 restricted stock unit awards were granted during year-to-date September 30, 2017 and 2016 , respectively. As a result of the 2017 Merger, we also assumed 168,488 Swift restricted stock unit awards. The following table is a summary of the restricted stock unit award activity under our equity compensation plans for year-to-date September 30, 2017 : Number of Restricted Stock Unit Awards Weighted Average Grant Date Fair Value Outstanding as of December 31, 2016 686,786 $ 16.46 Granted 124,145 33.35 Assumed Swift restricted stock units 168,488 40.85 Vested (126,871 ) 16.77 Forfeited (35,593 ) 21.32 Outstanding as of September 30, 2017 816,955 $ 22.53 The fair value of each restricted stock unit is based on the closing market price on the date of grant, except for the Swift restricted stock unit awards assumed, which were re-measured at the Merger Date. Historically, Knight issued performance restricted stock units ("PRSUs") to selected key employees that could be earned based on achieving performance targets approved annually by Knight's compensation committee. Pursuant to their terms, the PRSUs vested upon the consummation of the 2017 Merger. Although all outstanding PRSU awards vested on the Merger Date, only the 2014 award was expensed and paid out. At the time of the 2017 Merger, the performance measurement period for the 2014 award had ended, while the performance measurement period for the 2015 and 2016 awards ends December 31, 2017. Since the performance measurement period related to these awards is not yet complete, the final payouts for the 2015 and 2016 award cannot be finalized, however, based on results through September 30, 2017 , no payout is expected, and therefore, no expense was recognized for these awards during year-to-date September 30, 2017 . No PRSUs were granted year-to-date 2017 and 177,741 PRSUs were granted year-to-date 2016 . Beginning in 2013, Swift granted PRSUs to certain members of executive management. These awards provided each grantee a number of shares of Swift's Class A common stock at the end of a three -year period, based on certain performance criteria established by Swift's compensation committee. As a result of the 2017 Merger, 56,817 outstanding PRSUs were assumed by the combined company. A summary of the PRSU activity under our equity compensation plans for year-to-date September 30, 2017 is presented below: Number of Performance Restricted Stock Unit Awards Weighted Average Grant Date Fair Value Unvested as of December 31, 2016 508,478 $ 25.60 Granted — — Assumed Swift PRSUs 56,817 $ 40.85 Shares earned above target 21,117 — 23.85 Vested (1) (519,483 ) $ 25.53 Cancelled (10,112 ) 25.40 Unvested as of September 30, 2017 56,817 $ 40.85 ____________ (1) During year-to-date September 30, 2017 , 107,967 shares vested and paid out, 329,417 shares vested related to the 2015 and 2016 awards for which the performance measurement period ends December 31, 2017 with no pay out expected, and 82,099 shares vested for certain executive officers for which payout will be at a future date. The fair value of each PRSU grant is estimated on the grant date using the Monte Carlo Simulation valuation model. Listed below are the weighted-average assumptions used for the fair value computation for PRSU's granted in 2016: Year-to-Date September 30, 2016 Dividend yield (1) 0.99 % Expected volatility (2) 27.95 % Average peer volatility (2) 34.37 % Average peer correlation coefficient (3) 0.60 Risk-free interest rate (4) 0.89 % Expected term (5) 2.84 Weighted-average fair value of PRSUs granted $ 23.89 ____________ (1) The dividend yield, used to project stock price to the end of the performance period, is based on our historical experience and future expectation of dividend payouts. Total shareholder return is determined assuming that dividends are reinvested in the issuing entity over the performance period, which is mathematically equivalent to utilizing a 0% dividend yield. (2) We (or peer company) estimated volatility using our (or their) historical share price performance over the remaining performance period as of the grant date. (3) The correlation coefficients are used to model the way in which each entity tends to move in relation to each other; the correlation assumptions were developed using the same stock price data as the volatility assumptions. (4) The risk-free interest rate assumption is based on U.S. Treasury securities at a constant maturity with a maturity period that most closely resembles the expected term of the performance award. (5) Since the Monte Carlo simulation valuation is an open form model that uses an expected life commensurate with the performance period, the expected life of the PRSUs was assumed to be the period from the grant date to the end of the performance period. Non-compensatory Stock Plan: Employee Stock Purchase Plan In 2012, Swift's board of directors adopted and its stockholders approved the Swift Transportation Company 2012 Employee Stock Purchase Plan (the "2012 ESPP"). The 2012 ESPP continues to be administered by the Company. The 2012 ESPP is intended to qualify under Section 423 of the Internal Revenue Code and is considered noncompensatory. Pursuant to the 2012 ESPP, we are authorized to issue up to 1.4 million shares of our common stock to eligible employees who participate in the plan. Employees are eligible to participate in the 2012 ESPP following at least 90 days of employment with us or any of our participating subsidiaries. Under the terms of the 2012 ESPP, eligible employees may elect to purchase common stock through payroll deductions, not to exceed 15% of their gross cash compensation. The purchase price of the common stock is 95% of the common stock's fair market value quoted on the NYSE on the last trading day of each offering period. There are four three -month offering periods corresponding to the calendar quarters. Each eligible employee is restricted to purchasing a maximum of $6,250 of common stock during an offering period, determined by the fair market value of the common stock as of the first day of the offering period, and $25,000 of common stock during a calendar year. Employees who own 5% or more of the total voting power or value of our common stock are restricted from participating in the 2012 ESPP. As of September 30, 2017 , we are authorized to issue an additional 1.2 million shares under the 2012 ESPP. |