Equity and Share-Based Compensation | 11. Equity and Share‑Based Compensation Common Shares Share Activity The following table summarizes changes in the number of shares of common stock and treasury stock during the six months ended June 30, 2019: Common Treasury Stock Stock(1) Share count as of December 31, 2018 25,520,170 (174,189) Common stock issued 100,696 — Acquisition of treasury stock — (5,031,672) Retirement of treasury stock (5,000,000) 5,000,000 Share count as of June 30, 2019 20,620,866 (205,861) (1) Treasury stock at June 30, 2019, and December 31, 2018, represents the net settlement on vesting of restricted stock necessary to satisfy the minimum statutory tax withholding requirements. On January 14, 2019, the Company announced the commencement of a tender offer (the “Tender Offer”), authorized by the Board of Directors, to repurchase up to 5,000,000 shares of common stock at the offer price of $10.00 per share. On February 14, 2019, the Tender Offer was completed with the purchase of 5,000,000 shares of common stock at a purchase price of $10.00 per share. The 5,000,000 shares repurchased by the Company on February 14, 2019, were subsequently retired. When treasury shares are retired, the excess of the repurchase price over the par value of the shares is allocated to additional paid in capital for amounts up to the original price of the shares at issuance, with any residual excess purchase price allocated to retained earnings. The excess of the repurchase price over the par value of the shares repurchased and subsequently retired on February 14, 2019, was allocated solely to additional paid-in-capital. Warrants On October 21, 2016, the Company issued 4,411,765 Third Lien Notes Warrants to purchase up to an aggregate of 4,411,765 shares of common stock at an initial exercise price of $24.00 per share and 2,213,789 Unsecured Creditor Warrants to purchase up to an aggregate of 2,213,789 shares of common stock at an initial exercise price of $46.00 per share. The Warrants expire on April 21, 2020. The number of shares of common stock for which the Warrants are exercisable, and the exercise price per share of the Warrants are subject to adjustment from time to time upon the occurrence of certain events, including the issuance of common stock as a dividend or distribution to all holders of shares of common stock, a pro-rata repurchase offer of common stock or a subdivision, combination, split, reverse split or reclassification of outstanding common stock into a greater or smaller number of shares of common stock. As a result of the Tender Offer, the outstanding warrants of the Company were adjusted. The exercise price of the Third Lien Notes Warrants were adjusted from $24.00 per share to $22.78 per share and the exercise price of the Unsecured Creditor Warrants were adjusted from $46.00 per share to $43.67 per share. Further, the number of shares eligible to be received upon exercise of each warrant was adjusted by a factor of 1.05. Subsequent to the Tender Offer, the Third Lien Notes Warrants and the Unsecured Creditor Warrants may be exercised for up to an aggregate of 4,647,520 and 2,332,089 shares of common stock, respectively. Share-Based Compensation 2016 Long Term Incentive Plan On October 21, 2016, the Company established the 2016 LTIP and filed a Form S-8 with the SEC, registering 3,513,950 shares for issuance under the terms of the 2016 LTIP to employees, directors and certain other persons (the “Award Shares”). The types of awards that may be granted under the 2016 LTIP include stock options, restricted stock units, restricted stock, performance awards and other forms of awards granted or denominated in shares of common stock of the reorganized Company, as well as certain cash-based awards (the ”Awards”). The terms of each award are as determined by the Compensation Committee of the Board of Directors. Awards that expire, or are canceled, forfeited, exchanged, settled in cash or otherwise terminated, will again be available for future issuance under the 2016 LTIP. At June 30, 2019, 1,768,660 Award Shares remain available for issuance under the terms of the 2016 LTIP. Stock Buyback Equalization Program On December 21, 2018, the Company adopted a stock buyback equalization program that allows holders of the Company’s outstanding equity awards to participate in any tender program or share repurchase program of the Company with their vested and unvested shares applicable to those equity awards. Vested awards that have been elected for participation in the equalization program are settled in a cash payment equal to the cash purchase price paid by the Company in the applicable tender offer or share repurchase program. Unvested or deferred awards that have been elected for participation in an equalization program are realized through a cash settlement of the awards upon the vesting or lapse of the award’s deferral conditions. On January 14, 2019, the Company announced the commencement of the Tender Offer, authorized by the Board of Directors, to repurchase up to 5,000,000 shares of common stock at the offer price of $10.00 per share. On February 14, 2019, the Tender Offer was completed with the purchase of 5,000,000 shares of common stock at a purchase price of $10.00 per share. In conjunction with the Tender Offer, holders of the Company’s restricted stock units participated in the related equalization program, as discussed below. No other outstanding equity awards were eligible for participation in the equalization program. Restricted Stock Units At June 30, 2019, the Company had 353,464 non-vested restricted stock units outstanding to employees and non-employee directors pursuant to the 2016 LTIP, excluding restricted stock units issued to non-employee directors containing a market condition, which are discussed below. During the six months ended June 30, 2019, 161,194 non-vested restricted stock units were issued to employees and non-employee directors. Restricted stock units granted to employees in 2019 under the 2016 LTIP vest in full on March 1, 2021, or upon the occurrence of a change in control, provided the employee has not terminated employment prior to such vesting date. Restricted stock units granted to non-employee directors during 2019 vest on the first to occur of (i) December 31, 2019, (ii) the date the non-employee director ceases to be a director of the Board (other than for cause), (iii) the director’s death, (iv) the director’s disability or (v) a change in control of the Company. The fair value of restricted stock units granted to employees and non-employee directors during 2019 was based on grant date fair value of the Company’s common stock. Compensation expense is recognized ratably over the requisite service period. In conjunction with the Company’s purchase of common stock through the Tender Offer completed on February 14, 2019, holders of the Company’s restricted stock units participated in an equalization program in which 97,995 unvested shares were tendered at the settlement price of $10.00 per unvested share. The Company recorded a liability of $1.0 million for the modified awards during the six months ended June 30, 2019, for the future cash settlement of these tendered shares upon vesting. The following table summarizes the Company’s non-vested restricted stock unit award activity for the six months ended June 30, 2019: Weighted Average Grant Date Restricted Stock Fair Value Non-vested shares outstanding at December 31, 2018 251,522 $ 15.79 Granted 161,194 $ 7.94 Vested(1) (37,258) $ 16.62 Forfeited (21,994) $ 13.70 Non-vested shares outstanding at June 30, 2019 353,464 $ 12.25 (1) Restricted stock units which vested during the six months ended June 30, 2019 were accelerated as a result of a reduction in workforce that occurred during the period. Unrecognized expense as of June 30, 2019, for all outstanding restricted stock units under the 2016 LTIP Plan was $1.7 million and will be recognized over a weighted average period of 0.9 years. Stock Options At June 30, 2019, the Company had 54,365 non-vested options outstanding pursuant to the 2016 LTIP. Stock Option Awards currently outstanding under 2016 LTIP vest ratably over a period of three years: one-sixth will vest on the six-month anniversary of the grant date, an additional one-sixth will vest on the twelve-month anniversary of the grant date, an additional one-third will vest on the twenty-four month anniversary of the grant date and the final one-third will vest on the thirty-six month anniversary of the grant date. Stock Option Awards expire 10 years from the grant date. There were no issuances of stock options during the six months ended June 30, 2019. The following table summarizes the Company’s 2016 LTIP non-vested stock option activity for the six months ended June 30, 2019: Weighted Average Remaining Range of Weighted Average Contractual Options Exercise Prices Exercise Price Term (Years) Stock options outstanding at December 31, 2018 70,102 $ 19.65 7.3 Granted — $ — $ — — Vested(1) (14,889) $ 19.08-19.66 $ 19.56 0.1 Forfeited (848) $ 19.66 $ 19.66 — Stock options outstanding at June 30, 2019 54,365 $ 19.68 7.3 Vested and exercisable at end of period(2) 151,050 $ 19.08-20.97 $ 19.66 5.4 (1) Vested stock options during the six months ended June 30, 2019, were accelerated as a result of a reduction in workforce that occurred during the six months ended June 30, 2019. (2) Vested and exercisable options at June 30, 2019, had no aggregate intrinsic value. Unrecognized expense as of June 30, 2019, for all outstanding stock options under the 2016 LTIP Plan was $0.1 million and will be recognized over a weighted average period of 0.3 years. Non-Employee Director Restricted Stock Units Containing a Market Condition On November 23, 2016, the Company issued restricted stock units to non-employee directors that contain a market vesting condition. These restricted stock units will vest (i) on the first business day following the date on which the trailing 60-day average share price (including any dividends paid) of the Company's common stock is equal to or greater than $30.00 or (ii) upon a change in control (as defined in the 2016 LTIP) of the Company. Additionally, all unvested restricted stock units containing a market vesting condition will be immediately forfeited upon the first to occur of (i) the fifth anniversary of the grant date or (ii) any participant's termination as a director for any reason (except for a termination as part of a change in control of the Company). These restricted stock awards are accounted for as liability awards under FASB Accounting Standards Codification 718 — Stock Compensation (“ASC 718”) as the awards allow for the withholding of taxes at the discretion of the non-employee director. The liability is re-measured, with a corresponding adjustment to earnings, at each fiscal quarter-end during the performance cycle. The derived service period related to these awards ended in November 2017. As such, changes in the fair value of the liability and related compensation expense of these awards are no longer recognized pro-rata over the period for which service has already been provided but rather are compensation cost in the period in which the changes occur. As there are inherent uncertainties related to these factors and the Company’s judgment in applying them to the fair value determinations, there is risk that the recorded compensation may not accurately reflect the amount ultimately earned by the non-employee directors. At June 30, 2019, the Company recorded a $0.1 million liability included within accrued liabilities on the unaudited interim condensed consolidated balance sheets, related to the 50,864 market condition awards outstanding. The weighted-average fair value of the restricted stock units containing a market condition was $0.27 at June 30, 2019. As of June 30, 2019, there was no unrecognized stock-based compensation expense related to market condition awards. Chief Executive Officer ("CEO") Restricted Stock Units Containing a Market Condition On November 1, 2017, the Company issued 135,778 restricted stock units to its CEO that contain a market vesting condition. These restricted stock units will vest, if at all, based on the Company's total stockholder return for the performance period of October 25, 2017, through October 31, 2020. Market conditions under this grant are (i) with respect to 50% of the RSUs granted, the Company's cumulative total shareholder return ("TSR") which is defined as the change in the value of the stock over the performance period with the beginning and ending stock price based on a 20-day average stock price and (ii) with respect to the remaining 50% of the RSUs granted, the percentile rank of the Company's TSR compared to the TSR of the Peer Group over the performance period ("Relative TSR"). To the extent that actual TSR or Relative TSR for the performance period is between specified vesting levels, the portion of the RSUs that shall become vested based on actual and Relative TSR performance shall be determined on a pro-rata basis using straight-line interpolation; provided that the maximum portion of the RSUs that may become vested based on actual cumulative TSR or Relative TSR for the performance period shall not exceed 120% of the awards granted. The RSUs issued to the CEO containing a market condition have a service period of three years. The share-based compensation costs related to the CEO restricted stock units containing a market condition recognized as general and administrative expense by the Company was $0.1 million and $0.2 million for the three and six months ended June 30, 2019. As of June 30, 2019, unrecognized stock-based compensation related to CEO RSUs containing a market condition was $0.7 million and will be recognized over a weighted-average period of 1.3 years. 2018 Performance Stock Units Issued to Certain Members of Executive Management Containing a Market Condition On March 1, 2018, the Company issued 96,305 restricted stock units to certain members of executive management that contain a market vesting condition. These restricted stock units will vest, if at all, based on the Company's total stockholder return for the performance period of January 1, 2018, through December 31, 2020. To the extent that the Relative TSR for the performance period is between specified vesting levels, the portion of the restricted stock units that become vested based on the Relative TSR performance shall be determined on a pro-rata basis using straight-line interpolation; provided that the maximum portion of the restricted stock units that may become vested based on the Relative TSR for the performance period shall not exceed 150% of the awards granted. In addition, if the Relative TSR for the Company is negative over the performance period, vesting of these performance stock units is limited to no more than 100%. If a member of executive management terminates employment prior to vesting, the outstanding award is forfeited. Executive management restricted stock units with a market condition are subject to accelerated vesting in the event the executive’s employment is terminated prior to vesting by the Company without “Cause” or by the participant with “Good Reason” (each, as defined in the 2016 LTIP) or due to the executive’s death or disability. Upon a change in control (as defined in the 2016 LTIP), the compensation committee of the board of directors could (i) accelerate all or a portion of the award, (ii) cancel all of the award and pay cash, stock or combination equal to the change in control price, (iii) provide for the assumption or substitution or continuation by the successor company, (iv) certify to the extent to which the vesting conditions had been achieved prior to the conclusion of the performance period or (v) adjust restricted stock units to reflect the change in control. These restricted stock awards are accounted for as equity awards under ASC 718 as the awards are settled in shares of the Company with no additional settlement options permitted. At the grant date, the Company estimated the fair value of this equity award. The compensation expense of this award each period is recognized by dividing the fair value of the total award by the requisite service period and recording the pro-rata share for the period for which service has already been provided. As there are inherent uncertainties related to these factors and the Company’s judgment in applying them to the fair value determinations, there is risk that the recorded compensation may not accurately reflect the amount ultimately earned by the executives. The restricted stock units issued to executive management containing a market condition have a service period of three years. The share-based compensation costs related to executive management’s restricted stock units containing a market condition recognized as general and administrative expense by the Company was $0.1 million and $0.2 million for the three and six months ended June 30, 2019. As of June 30, 2019, unrecognized stock-based compensation related to executive management’s restricted stock units containing a market condition was $0.7 million and will be recognized over a weighted-average period of 1.5 years. 2019 Performance Stock Units Issued to Certain Members of Executive Management Containing a Market Condition On March 7, 2019, the Company issued 193,921 restricted stock units to certain members of executive management that contain a market vesting condition. These restricted stock units will vest, if at all, when a 60 consecutive trading day volume weighted average price is achieved at any time during the performance period of January 1, 2019, through December 31, 2020. To the extent that the price per common share of stock for the performance period is between specified vesting levels, the portion of the restricted stock units that become vested based on the price per common share of stock shall be determined on a pro-rata basis using straight-line interpolation; provided that the maximum portion of the restricted stock units that may become vested based on the price per common share of stock for the performance period shall not exceed 150% of the awards granted. If a member of executive management terminates employment prior to vesting, the outstanding award is forfeited. Executive management members whose employment is terminated between months 6 and 12 of the performance period without “Cause”, due to the executive’s death or disability, or by the participant with “Good Reason” (each, as defined in the 2016 LTIP) shall forfeit 50% of the restricted stock units. The remaining 50% of the stock units will remain eligible to vest according to the performance vesting schedule above. Executive management members whose employment is terminated without Cause or by the participant for Good Reason between months 12 and 24 of the performance period, will not forfeit restricted stock units, with 100% of the restricted stock units remaining eligible for vesting according to the performance vesting schedule above. Upon a change in control (as defined in the 2016 LTIP), the compensation committee of the board of directors could (1) accelerate all or a portion of the award, (2) cancel all of the award and pay cash, stock or combination equal to the change in control price, (3) provide for the assumption or substitution or continuation by the successor company, (4) certify to the extent to which the vesting conditions had been achieved prior to the conclusion of the performance period or (5) adjust restricted stock units to reflect the change in control. If restricted stock units remain in effect following a change of control effectuated by a sale, merger or business combination and an executive’s employment is terminated without Cause or by the participant with Good Reason, the participant’s right to vest in the restricted stock units is determined by the price determined to have been paid as consideration to the Company for the common share of the Company’s stock in the change of control. If the change of control price is below $9.50 a share of common stock, the restricted stock units of the terminated executive will be forfeited. If the change of control price is above $9.50 a share of common stock, the vesting of the restricted stock units will occur upon termination of the executive, at the vesting percentages specified in the performance vesting schedule above. The termination of an executive without Cause or by the participant with Good Reason within 12 months of a change of control not effectuated by a sale, merger or business combination shall not forfeit restricted stock units, which will vest as described in the performance vesting schedule above. These restricted stock awards are accounted for as equity awards under ASC 718 as the awards are settled in shares of the Company with no additional settlement options permitted. At the grant date, the Company estimated the fair value of this equity award. The compensation expense of this award each period is recognized by dividing the fair value of the total award by the requisite service period and recording the pro-rata share for the period for which service has already been provided. As there are inherent uncertainties related to these factors and the Company’s judgment in applying them to the fair value determinations, there is risk that the recorded compensation may not accurately reflect the amount ultimately earned by the executives. The restricted stock units issued to executive management containing a market condition have a service period of two years. The share-based compensation costs related to executive management’s restricted stock units containing a market condition recognized as general and administrative expense by the Company was $0.2 million and $0.3 million for the three and six months ended June 30, 2019. As of June 30, 2019, unrecognized stock-based compensation related to executive management’s restricted stock units containing a market condition was $1.1 million and will be recognized over a weighted-average period of 1.5 years. |