STOCK BASED COMPENSATION | STOCK BASED COMPENSATION A summary of equity based compensation expense recognized during the three and six months ended April 30, 2017 and 2016 is as follows: Three months ended April 30, Six months ended April 30, 2017 2016 2017 2016 $ $ $ $ Management Equity Incentive Plan (MEIP) 1.9 2.0 4.2 3.0 Restricted Stock Units 4.0 — 5.3 — Stock Options 1.1 — 1.5 — Stock Based Compensation Expense 7.0 2.0 11.0 3.0 Management Equity Incentive Plan (MEIP) Prior to the IPO, the Company was a wholly-owned indirect subsidiary of the Partnership. The Partnership adopted the Management Equity Incentive Plan, or the MEIP, with an effective date of March 11, 2014. The purpose of the MEIP is to provide eligible participants with an opportunity to receive grants of profit interests in the Partnership designated as management units. The award of management units pursuant to this MEIP is intended to compensate employees of the Partnership and its subsidiaries, including the Company. The participants in the MEIP, as a group, are eligible to participate in the gain on the investment earned by JLL and DSM with respect to Patheon once certain specified distribution or return thresholds have been achieved. Upon issuance, MEIP units were subject to certain forfeiture (vesting) provisions which meant that if a holder's employment with Patheon terminated prior to the satisfaction of the applicable provision, the unvested MEIP units would be forfeited and the vested MEIP units could be converted into Class A Units in the Partnership on a cashless basis or by making an additional cash contribution in order to receive additional Class A Units ("Partnership Shares"). The aggregate number, class and tranche of management units that were issued under the MEIP was determined by the JLL/Delta Patheon GP Ltd., the general partner of the Partnership. The Partnership last issued MEIP units on December 9, 2015. As a result of the IPO and the adoption of the Patheon N.V. 2016 Omnibus Incentive Plan (the “Omnibus Plan”) described below, the Partnership will no longer grant awards under the MEIP to our employees. The granted MEIP units consist of Class B, Class C, Class D, and Class E units. From June 24, 2014 to December 9, 2015, the Partnership granted units under five different valuation tranches, with each tranche issued at the most recent quarterly valuation of the Company at the time of the grant. 71.4% of the Class B units have a four year service-based component for vesting ("Service-based Class B units") and the remaining Class B units ("Exit Event Class B units") vest if the holder is employed upon the occurrence of an Exit Event. An Exit Event is defined as the earliest to occur of (i) a change of control and (ii) in connection with or following an initial public offering, the sale or disposition by JLL of equity securities such that, immediately following such sale or disposition, JLL and its affiliates either (A) own less than 20% of the equity securities then issued and outstanding, calculated on a fully diluted basis, or (B) have received, in the aggregate, distributions in respect of such sale or distribution (together with any sale or distribution occurring prior thereto) equal to or in excess of 250% of its aggregate capital contributions made in respect of such equity securities prior to such sale or distribution. Each of the Class C, D, and E units have a performance and service condition related to vesting. These units vest upon the earlier to occur of (i) JLL receiving distributions in the aggregate equal to return on capital thresholds of 2.0 x, 2.5 x and 3.0 x, respectively, or (ii) an Exit Event, as defined above, does not occur prior to the fifth anniversary of an IPO and the return thresholds in (i) are met based on the average price of the Company's publicly traded shares for any twenty day period following the fifth anniversary of an IPO. If any employee is terminated for any reason prior the achievement of the above vesting conditions, all unvested units in any class are forfeited. A summary of the MEIP activity for the six months ended April 30, 2017 is as follows: Class B Class C Class D Class E Total Weighted Average Fair Value Outstanding as of October 31, 2016 59,290 8,470 8,470 8,470 84,700 $ 687.27 Forfeited (288 ) (50 ) (50 ) (50 ) (438 ) $ 870.09 Outstanding as of April 30, 2017 59,002 8,420 8,420 8,420 84,262 $ 686.32 Through the IPO, JLL and DSM received an aggregate return on capital of approximately 2.9x their invested capital, based on the value of ordinary shares of Patheon distributed by the Partnership to JLL and DSM at the IPO price and the value of cash and in-kind distributions made by the Partnership prior to the IPO. In connection with the IPO, a total of 6,106,540 ordinary shares ("MEIP shares") were distributed to the Partnership to be held for the benefit of the MEIP participants until an Exit Event occurs or until MEIP participants are otherwise permitted to transfer such interests in accordance with the terms of the partnership agreement of the Partnership and respective MEIP unit award agreements, at which time MEIP participants will receive their allocable distribution of MEIP shares. These shares represent the value of the MEIP units, in the aggregate, as determined under the MEIP, as a result of the distribution of ordinary shares to the limited partners of the Partnership in connection with the IPO. MEIP shares were issued to the Partnership with respect to Class B, C and D units for the first three valuation tranches as the applicable distribution threshold was achieved. No MEIP shares were allocated to the Partnership with respect to the final two valuation tranches or the Class E units, as the distribution thresholds and the 3.0x capital return threshold, respectively, were not achieved as of the IPO. Because no additional MEIP awards will be granted and because the ordinary shares were distributed to JLL and DSM prior to an Exit Event, the MEIP awards will not benefit from further appreciation of those shares. As such, the Company issued a total of 3,388,481 Restricted Share Units ("MEIP RSUs") under the Omnibus Plan in order to provide the MEIP participants with the opportunity to participate in the additional appreciation the MEIP awards could have generated if the Partnership had not distributed ordinary shares of the Company to JLL and DSM. MEIP RSUs were issued in relation to all unit classes and valuation tranches. The MEIP shares issued with respect to the Class B Units remain subject to the same vesting conditions as the Class B Units. As a result, MEIP shares issued in relation to Service-based Class B units are vested to the extent of each original MEIP grant's four year vesting schedule. The MEIP shares issued in relation to Exit Event Class B units are still subject to the defined Exit Event and are not vested. Lastly, the MEIP shares issued in relation to Class C and D units are fully vested due to their respective return thresholds being achieved through the IPO. The fair value of the MEIP shares are $21.00 , the price of the shares at the IPO. The MEIP RSUs are subject to the same time-based vesting criteria as the original MEIP awards as well as the achievement of performance criteria, which is measured by the Company’s stock price at the earlier to occur of (i) an Exit Event, as defined above, or (ii) the 5-year anniversary of the IPO, at which time all or a percentage of RSUs would settle based upon the attainment of an share price target, with the remaining percentage of RSUs (if any) forfeited. The share price target is $48.47 per share, at which 100% of the RSUs would settle on the applicable vesting date with the share price at or above the target. No RSUs would settle on the vesting date with the share price at or below the IPO price of $21.00 , with the settlement amount for a share price between $21.00 and $48.47 calculated on a pro rata basis. The estimated fair value of the MEIP RSUs are $8.41 per unit and was estimated using a Monte Carlo simulation model. On December 8, 2016, the Company entered into a separation agreement with a senior officer ("Separation Agreement"). The agreement, in part, replaced the senior officer's 196,485 MEIP RSUs with an equal amount of MEIP RSUs with similar terms but with a provision that the MEIP RSUs will vest, and the performance criteria be measured, on December 31, 2017 (the "Separation Date"). The estimated fair value of these replacement MEIP RSUs was $13.87 per unit and was estimated using a Monte Carlo simulation model. The Monte Carlo simulation model incorporated the following weighted average assumptions: Risk free interest rate 0.9 % Expected volatility 41.6 % Estimated years to exit event 2.98 The Company previously expensed the service-based Class B units using the graded vesting attribution method and is continuing to do so after the allocation of MEIP shares. In addition, the allocation of MEIP shares and MEIP RSUs in respect to the MEIP units resulted in an increase in fair value from the value attributed to the service-based Class B units at the time of the IPO, which the Company will expense on a straight line basis over the five year period following the IPO date, which represents the requisite service period of the MEIP RSUs. In total, the Company recorded $1.4 million and $2.9 million of compensation expense for the three and six months ended April 30, 2017 , respectively, relating to these units. The Company recorded $2.0 million and 3.0 million of compensation expense for the three and six months ended April 30, 2016 , respectively, relating to these units. The total unrecognized compensation expense for the Service-based Class B units is $8.5 million , which is expected to be recognized through fiscal 2021. For the Exit Event Class B units, the allocation of MEIP shares and MEIP RSUs resulted in an increased fair value which will serve as the basis for recognizing compensation expense for these units. The fair value of the MEIP RSUs will be expensed on a straight line basis over five years, starting with the IPO date. The Company recognized $0.2 million and $0.4 million of compensation expense for the three and six months ended April 30, 2017 , respectively. The fair value of the MEIP shares issued in respect of the Exit Event Class B units will remain unrecognized until an Exit Event occurs. The total unrecognized compensation expense for the MEIP shares and MEIP RSUs issued in respect of the Exit Event Class B units is $31.9 million , of which $3.4 million is expected to be recognized through fiscal 2021 and the remaining amount expensed on the occurrence of an Exit Event. In the third quarter of fiscal 2016, the Company recorded two one time compensation expenses in relation to the allocation of MEIP shares and MEIP RSUs in respect of the C, D and E units. A $9.0 million expense was recorded to account for the fair value of MEIP units that fully vested as a result of their respective return thresholds being met through the IPO. Additionally, a $1.5 million expense was recorded to account for the unvested MEIP units that were allocated MEIP RSUs, in which requisite service requirements had already been partially met at the time of the IPO. The Company reversed $0.1 million of these expenses in the second quarter of fiscal 2017 due to the Separation Agreement. In addition, the Company recognized $0.4 million and $1.0 million of compensation expense for the three and six months ended April 30, 2017 , respectively, to account for the remaining fair value of the C, D and E MEIP units and the incremental fair value that resulted from the conversion to MEIP shares and MEIP RSUs. These amounts are inclusive of $0.2 million reversed relating to the senior officer's awards that were replaced in the Separation Agreement. The compensation expense will be recorded on a straight line basis over five years. The total unrecognized compensation expense for the C, D, and E units is $8.9 million , which will be recognized through fiscal 2021. As a result of the Separation Agreement, the Company recorded $1.0 million of additional expense in the second quarter of fiscal 2017, not including a total of $0.3 million in expense reversals, as outlined above. The total unrecognized compensation expense for the replacement awards is $1.7 million , which will be recognized through the Separation Date. Patheon N.V. 2016 Omnibus Incentive Plan In July 2016, the Company adopted the Omnibus Plan in order to align the long-term financial interests of selected participants with those of our shareholders, strengthen the commitment of such persons to the Company and our affiliates, and attract and retain competent and dedicated persons whose efforts will result in our long-term growth and profitability. The Omnibus Plan provides for the issuance of options, share appreciation rights, restricted shares, restricted shares units, share bonuses, other share-based awards and cash awards to selected officers, employers, non-employee directors and consultants. Restricted Stock Units As of April 30, 2017, the Company has a total of (i) 1,366,383 restricted stock units outstanding to certain members of management and (ii) 41,635 restricted stock units to non-employee directors (collectively, the "Standard RSUs"), excluding the MEIP RSUs outlined above. The Standard RSUs granted to management vest in equal installments over three years and Standard RSUs granted to non-employee directors vest over one year or at the conclusion of the director's service to the Company. The Standard RSUs are not subject to performance based criteria and have a weighted average fair value of $ 24.79 . In the six months ended April 30, 2017, the Company issued 70,700 ordinary shares for vested restricted stock units. To satisfy certain tax withholding requirements, the Company purchased 8,528 of these shares at a weighted average vesting date fair value of $27.15 . These shares are currently being held at cost as treasury shares on the balance sheet. During the three and six months ended April 30, 2017 , $3.0 million and $4.3 million of stock compensation expense was recognized in relation to the Standard RSUs. As of April 30, 2017 , unrecognized stock compensation expense related to Standard RSUs was $29.5 million , which will be recognized through fiscal 2020. A summary of Standard RSUs activity for the six months ended April 30, 2017 is as follows: Restricted Share Units Weighted Average Grant Date Fair Value $ Outstanding as of October 31, 2016 450,184 21.00 Granted 1,028,534 26.46 Vested (70,700 ) 21.00 Outstanding as of April 30, 2017 1,408,018 24.79 As of April 30, 2017 , no Standard RSUs have been forfeited. Stock Options As of April 30, 2017, the Company has granted 1,747,750 stock options to certain members of management. The stock options were granted with a weighted average exercise price of $23.28 per share, with 1,033,465 of the granted stock options ("Regular Options") vesting equally over three years. The remaining stock options ("EBITDA Options") were granted to a senior officer and vest based on performance based criteria, using Credit Agreement Adjusted EBITDA as the performance metric. Credit Agreement Adjusted EBITDA is defined as the Company's Adjusted EBITDA, as defined in Note 11, plus pro forma cost savings, synergies and pre-acquisition results. The estimated weighted average fair value of stock options is $9.08 per option and was estimated using a Black-Scholes valuation model, using the following weighted average assumptions: Risk free interest rate 1.6 % Expected volatility 38.1 % Expected life of options (in years) 6.0 Dividend yield — % During the three and six months ended April 30, 2017 , $0.8 million and $1.2 million of stock compensation expense was recognized in relation to stock options. In the second quarter of fiscal 2017, $0.3 million of stock compensation expense was recognized for the EBITDA Options, due to a portion of the performance based criteria deemed probable as of April 30, 2017 . As of April 30, 2017 , total unrecognized compensation expense related to unvested Regular Options was $8.1 million , which is expected to be recognized through fiscal 2020, and total unrecognized compensation expense for the unvested EBITDA Options was $5.6 million , which will be recognized over the requisite service period when the performance based criteria is deemed probable to occur. A summary of stock option activity for the six months ended April 30, 2017 is as follows: Stock Options Weighted Average Fair Value $ Outstanding as of October 31, 2016 1,021,584 8.29 Granted 726,166 10.18 Outstanding as of April 30, 2017 1,747,750 9.08 As of April 30, 2017 , no stock options have been forfeited or exercised. |