Quarterly report pursuant to Section 13 or 15(d)

Stock-Based Compensation

v3.19.2
Stock-Based Compensation
6 Months Ended
Jun. 30, 2019
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation

GCI Liberty has granted to certain directors, employees and employees of its subsidiaries, restricted shares (“RSAs”), restricted stock units (“RSUs”) and options to purchase shares of GCI Liberty’s common stock (collectively, "Awards"). The Company measures the cost of employee services received in exchange for an equity classified Award (such as stock options, RSAs and RSUs) based on the grant-date fair value (“GDFV”) of the Award, and recognizes that cost over the period during which the employee is required to provide service (usually the vesting period of the Award). The Company measures the cost of employee services received in exchange for a liability classified Award based on the current fair value of the Award, and remeasures the fair value of the Award at each reporting date.

Included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations are $6.8 million and $7.9 million of stock based compensation during the three months ended June 30, 2019 and 2018, respectively, and $12.4 million and $13.2 million during the six months ended June 30, 2019 and 2018, respectively.

During the six months ended June 30, 2019, and in connection with our CEO's employment agreement, GCI Liberty granted 22 thousand options to purchase shares of GCI Liberty Series B common stock and 51 thousand performance-based RSUs of GCI Liberty Series B common stock to our CEO. Such options had a GDFV of $18.27 per share. The RSUs had a GDFV of $53.78 per share at the time they were granted. The options cliff vested immediately upon grant, and the RSUs cliff vest in one year, subject to the satisfaction of certain performance objectives. Performance objectives, which are subjective, are considered in determining the timing and amount of the compensation expense recognized. When the satisfaction of the performance objectives becomes probable, the Company records compensation expense. The probability of satisfying the performance objectives is assessed at the end of each reporting period.
 
The Company has calculated the GDFV for all of its equity classified Awards and any subsequent remeasurement of its liability classified Awards using the Black-Scholes-Merton Model. The Company estimates the expected term of the Awards based on historical exercise and forfeiture data. The volatility used in the calculation for Awards is based on the historical volatility of GCI Liberty's stock and the implied volatility of publicly traded GCI Liberty options. The Company uses a zero dividend rate and the risk-free rate for Treasury Bonds with a term similar to that of the subject options.

GCI Liberty-Outstanding Awards

The following tables present the number and weighted average exercise price ("WAEP") of Awards to purchase GCI Liberty common stock granted to certain officers, employees and directors of the Company, as well as the weighted average remaining life and aggregate intrinsic value of the Awards.
 
 
Series A
 
    
 
    
 
    
Weighted
    
Aggregate
 
 
 
 
 
 
average
 
intrinsic
 
 
Awards
 
 
 
remaining
 
value
 
 
(000's)
 
WAEP
 
life
 
(millions)
Outstanding at January 1, 2019
 
1,650

 
$
47.61

 
 
 
 
 
Granted
 

 
$

 
 
 
 
 
Exercised
 
(214
)
 
$
19.96

 
 
 
 
 
Forfeited/Cancelled
 
(2
)
 
$
43.47

 
 
 
 
 
Outstanding at June 30, 2019
 
1,434

 
$
51.73

 
1.3
years
 
$
14

Exercisable at June 30, 2019
 
1,114

 
$
53.31

 
0.9
years
 
$
9


 
 
Series B
 
    
 
    
 
    
Weighted
    
Aggregate
 
 
 
 
 
 
average
 
intrinsic
 
 
Awards
 
 
 
remaining
 
value
 
 
(000's)
 
WAEP
 
life
 
(millions)
Outstanding at January 1, 2019
 
1,223

 
$
56.10

 
 
 
 
 
Granted
 
22

 
$
58.11

 
 
 
 
 
Exercised
 

 
$

 
 
 
 
 
Forfeited/Cancelled
 

 
$

 
 
 
 
 
Outstanding at June 30, 2019
 
1,245

 
$
56.14

 
3.6
years
 
$
6

Exercisable at June 30, 2019
 
926

 
$
56.05

 
3.9
years
 
$
4



As of June 30, 2019, the total unrecognized compensation cost related to unvested options and RSA/RSUs was approximately $6 million and $24 million, respectively. Such amounts will be recognized in the Company's consolidated statements of operations over a weighted average period of approximately 1.3 years and 2.2 years, respectively.

As of June 30, 2019, GCI Liberty had 484 thousand RSUs outstanding.

As of June 30, 2019, GCI Liberty reserved for issuance upon exercise of outstanding stock options approximately 1.4 million shares of GCI Liberty Series A common stock and 1.2 million shares of GCI Liberty Series B common stock.