Share-Based Compensation | Note 7. Share Based Compensation Share-based compensation expense For all share-based awards granted to employees and directors following the Separation, including stock options, restricted stock units (“RSUs”), performance based restricted stock and performance share units (“PSUs”), the Company recognizes compensation expense based on estimated grant date fair values. The Company estimates the fair value of share-based awards based on assumptions as of the grant date. The Company recognizes compensation costs for RSUs expected to vest, on a straight-line basis over the requisite service period of the award, which is generally the vesting term of three years. Compensation expense for performance based restricted stock awards granted in 2016, which vest on a graded basis, is recognized utilizing a graded vesting schedule. Compensation expense for performance based restricted stock awards and PSUs granted in 2017, which cliff vest, is recognized on a straight-line basis over the performance period of the award. Compensation expense for stock options is recognized on a straight-line basis over the requisite service period of the award, which is generally the vesting term of four years. The Company estimates the number of awards expected to vest based, in part, on historical forfeiture rates and also based on management’s expectations of employee turnover within the specific employee groups receiving each type of award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. The stock options, RSUs, performance based restricted stock and PSUs granted during the six months ended June 30, 2017 are subject to forfeiture upon termination of employment prior to vesting, subject in some cases to early vesting upon specified events, including death or permanent disability of the grantee or a change in control of the Company. In addition, upon a change in control of the Company, PSUs will be measured for attainment of the performance metrics as of the end of the Company’s fiscal quarter ending immediately prior to the fiscal quarter in which the change in control took place and the performance based restricted stock will be measured at 100% attainment of the target performance metrics. Both awards will remain subject to time based vesting until the end of the vesting period; provided that the award will vest in full if, within three months prior to or two years after the date of the change in control of the Company, the grantee’s employment is terminated without cause by the Company or for good reason by the grantee. In periods prior to the Separation, share-based compensation expense includes expense attributable to the Company based on the award terms previously granted to the Company’s employees and an allocation of compensation expense for RRD’s corporate and shared functional employees. As those share-based compensation plans are RRD’s plans, the amounts have been recognized through net parent company investment on the combined balance sheets. Total compensation expense related to all share based compensation plans was $2.4 million and $0.7 million for the three months ended June 30, 2017 and 2016, respectively, and $3.5 million and $1.0 million for the six months ended June 30, 2017 and 2016, respectively. During the first quarter of 2017, the Company adopted Accounting Standards Update 2016-09 “Compensation–Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09)”, which identifies areas of simplification for several aspects of accounting for share-based payment transactions. The adoption of ASU 2016-09 represents a change in accounting principle. The Company has adopted all applicable aspects of this guidance on a prospective basis. ASU 2016-09 requires all excess tax benefits and tax deficiencies to be recognized as discrete items within income tax expense or benefit in the income statement in the reporting period in which they occur. ASU 2016-09 allows an employer with a statutory income tax withholding obligation to withhold shares with a fair value up to the amount of tax owed using the maximum statutory tax rate in the employee’s applicable jurisdiction(s). ASU 2016-09 requires companies to apply this guidance to outstanding liability awards at the date of adoption using a modified retrospective transition method, with a cumulative-effect adjustment to retained earnings. The Company does not have any outstanding share-based awards classified as liabilities. As such, no adjustment is required. ASU 2016-09 requires cash paid by an employer to taxing authorities when directly withholding shares for tax withholding purposes to be classified as a financing activity on the statement of cash flows. The change in classification is to be applied retrospectively. However, an adjustment to prior periods is not required because the Company did not have such tax withholding obligations during the prior periods. ASU 2016-09 requires a company to make an accounting policy election to account for forfeitures of share-based payments by either estimating the number of awards expected to vest or recognizing forfeitures when they occur. In accordance with ASU 2016-09, the Company has made an accounting policy election to estimate forfeitures and recognize compensation expense based on the number of awards expected to vest. Stock Options The Company granted 177,600 options, with a weighted-average grant date fair market value of $7.77, during the six months ended June 30, 2017. There were no options granted during the six months ended June 30, 2016. The fair market value of each stock option award was estimated using the Black-Scholes-Merton option pricing model and the Company used the following methods to determine its underlying assumptions: • Expected volatility was estimated based on a weighted-average of historical volatilities for certain of the Company’s competitors • The risk-free interest rate was based on the U.S Treasury yield curve in effect on the date of grant • The expected term of options granted was based on the simplified method of using the mid-point between the vesting term and the original contractual term • The expected dividend yield was based on the Company’s current dividend rate The weighted-average assumptions used to determine the weighted-average fair market value of the stock options granted during the six months ended June 30, 2017 were as follows: 2017 Expected volatility 30.71 % Risk-free interest rate 2.17 % Expected life (years) 6.25 Expected dividend yield 0.00 % Stock outstanding Weighted Average Weighted Remaining Aggregate Shares Under Average Contractual Intrinsic Option Exercise Term Value (thousands) Price (years) (millions) Outstanding at December 31, 2016 299 $ 21.48 3.5 $ 1.4 Granted 178 22.37 9.7 Exercised (1 ) 22.30 Outstanding at June 30, 2017 476 21.81 5.5 1.5 Vested and expected to vest at June 30, 2017 465 21.80 5.4 1.5 Exercisable at June 30, 2017 206 $ 16.33 3.0 1.4 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on June 30, 2017 and December 31, 2016, respectively, and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their in-the-money options on June 30, 2017 and December 31, 2016. This amount will change in future periods based on the fair market value of the Company’s stock and the number of options outstanding. Total intrinsic value of options exercised for the three and six months ended June 30, 2017 and 2016 was de minimis. Excess tax benefits on stock option exercises, shown as operating cash inflows in the unaudited condensed consolidated and combined cash flows were de minimis for the three and six months ended June 30, 2017. There were no excess tax benefits on stock option exercises for the three and six months ended June 30, 2016. Compensation and was de minimis for both the three and six months ended June $1.3 million of total Restricted Stock Units Nonvested Weighted Shares Average Grant (Thousands) Date Fair Value Nonvested at December 31, 2016 436 $ 25.28 Granted 276 22.41 Vested (92 ) Forfeited (5 ) 22.35 Nonvested at June 30, 2017 615 $ 23.48 Compensation expense related to RSUs was $1.7 million and $0.5 million for the three months ended June 30, 2017 and 2016, respectively, and $2.3 million and $0.8 million for the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, there was $7.3 million of unrecognized share-based compensation expense related to 0.6 million restricted stock unit awards, with a weighted-average grant date fair value of $23.48, that are expected to vest over a weighted-average period of 2.3 years. The fair value of these awards was determined based on the Company’s stock price on the grant date, as the Company currently does not anticipate paying any cash dividends in the foreseeable future. Restricted Stock Nonvested Weighted Shares Average Grant (Thousands) Date Fair Value Nonvested at December 31, 2016 156 $ 24.75 Granted 129 22.35 Nonvested at June 30, 2017 285 $ 23.66 During the six months ended June 30, 2017, the Company granted 129,400 shares of restricted stock to certain executives, payable upon the achievement of certain performance metrics. The fair value of these awards was determined based on the Company’s stock price on the grant date. The performance period for the restricted stock awarded is January 1, 2017 through December 31, 2019. The total potential payout for awards granted during the six months ended June 30, 2017 range from zero to 129,400 shares, should certain performance targets be achieved. The maximum potential payout of 156,169 shares was achieved as of June 30, 2017 for the restricted stock awards granted during the year ended December 31, 2016. Compensation expense for the restricted stock awards is currently being recognized based on 100% attainment of the targeted performance metrics for the restricted stock awards granted in 2017 and is being recognized based on 100% actual achievement of the performance metrics for the restricted stock awards granted in 2016. Compensation expense for restricted stock awards was $0.5 million and $1.0 million for the three and six months ended June 30, 2017, respectively. As of June 30, 2017, there was $4.5 million of unrecognized compensation expense related to restricted stock awards, which is expected to be recognized over a weighted average period of 2.4 years. Performance Share Units During the six months ended June 30, 2017, 37,100 performance share units were granted to certain executive officers and senior management, payable upon the achievement of certain established performance targets. The performance period for the shares awarded is January 1, 2017 through December 31, 2019. Distributions under these awards are payable at the end of the performance period in common stock or cash, at the Company’s discretion. The total potential payout for awards granted during the six months ended June 30, 2017 range from zero to 55,650 shares, should certain performance targets be achieved. The fair value of these awards was determined based on the Company’s stock price on the grant date. Compensation expense for the PSUs granted in 2017 is currently being recognized based on 100% attainment of the targeted performance metrics or 37,100 shares. Compensation expense related to PSUs was $0.1 million for both the three and six months ended June 30, 2017, and $0.2 million for both the three and six months ended June 30, 2016. As of June 30, 2017, there was $0.7 million of unrecognized compensation expense related to PSUs, which is expected to be recognized over a weighted average period of 2.5 years. |