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Equity-Based Compensation
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Equity-Based Compensation

18. EQUITY-BASED COMPENSATION

Equity compensation expense is included in operating expenses and in selling, general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss) as follows:

 

 

For the Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

4,427

 

 

$

9,578

 

 

$

522

 

Equity compensation expense included in selling, general and administrative expenses

 

 

13,731

 

 

 

30,144

 

 

 

6,945

 

Total equity compensation expense

 

$

18,158

 

 

$

39,722

 

 

$

7,467

 

Equity compensation expense for the year ended December 31, 2021, includes the impact of certain prior year performance vesting restricted awards which were previously not considered probable of vesting. Equity compensation expense for the year ended December 31, 2020, includes the reversal of expense related to certain performance vesting restricted awards which at the time were no longer considered probable of vesting and also includes the reversal of expense related to outstanding unvested equity awards previously held by the Company’s former chief executive officer which were forfeited in connection with his departure.

Total unrecognized equity compensation expense for all equity compensation awards probable of vesting as of December 31, 2022 was approximately $25.7 million, which is expected to be recognized over a weighted-average period of 1.6 years.

The total fair value of shares which vested during the years ended December 31, 2022, 2021 and 2020 was approximately $21.8 million, $13.6 million and $12.7 million, respectively. The weighted average grant date fair value per share of time-vesting and performance-vesting restricted awards granted during the years ended December 31, 2022, 2021 and 2020 were $58.08, $52.12 and $15.85 per share, respectively.

The activity related to the Company’s time-vesting and performance-vesting restricted awards during the year ended December 31, 2022 was as follows:

 

 

 

 

 

 

 

 

 

Performance-Vesting Restricted Awards

 

 

 

Time-Vesting
Restricted Awards

 

 

Bonus Performance
Restricted Awards

 

 

Long-Term
Incentive
Performance
Restricted Awards

 

 

 

Shares/Units

 

 

Weighted
Average
Grant
Date
Fair Value
per Award

 

 

Shares/Units

 

 

Weighted
Average
Grant Date
Fair Value
per Award

 

 

Shares/Units

 

 

Weighted
Average
Grant Date
Fair Value
per Award

 

Outstanding at December 31, 2021

 

 

938,020

 

 

$

21.94

 

 

 

111,255

 

 

$

51.78

 

 

 

990,003

 

 

$

31.90

 

Granted

 

 

294,901

 

 

$

53.53

 

 

 

134,063

 

 

$

64.02

 

 

 

235,671

 

 

$

60.40

 

Vested

 

 

(666,294

)

 

$

16.37

 

 

 

(119,867

)

 

$

51.84

 

 

 

(160,008

)

 

$

29.13

 

Forfeited

 

 

(33,467

)

 

$

45.40

 

 

 

(26,401

)

 

$

63.44

 

 

 

(206,183

)

 

$

36.26

 

Outstanding at December 31, 2022

 

 

533,160

 

 

$

44.90

 

 

 

99,050

 

 

$

65.16

 

 

 

859,483

 

 

$

39.19

 

 

The total intrinsic value of stock options exercised during the years ended December 31, 2022, 2021 and 2020 was approximately $4.2 million, $9.5 million and $1.3 million, respectively. The activity related to the Company’s stock option awards during the year ended December 31, 2022 was as follows:

 

 

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Remaining
Contractual
Life (in years)

 

 

Aggregate
Intrinsic Value
(in thousands)

 

Outstanding at December 31, 2021

 

 

488,434

 

 

$

30.59

 

 

 

 

 

 

 

Granted

 

 

192,078

 

 

$

55.43

 

 

 

 

 

 

 

Forfeited

 

 

(43,712

)

 

$

47.37

 

 

 

 

 

 

 

Expired

 

 

(2,007

)

 

$

35.10

 

 

 

 

 

 

 

Exercised

 

 

(121,081

)

 

$

25.01

 

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

513,712

 

 

$

39.75

 

 

 

7.24

 

 

$

7,965

 

Exercisable at December 31, 2022

 

 

229,441

 

 

$

24.85

 

 

 

5.06

 

 

$

6,598

 

The weighted average grant date fair value of stock options granted during the year ended December 31, 2022 was $33.13. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the year ended December 31, 2022 were:

Risk-free interest rate

 

 

2.81

%

Expected volatility

 

 

61.90

%

Expected dividend yield

 

 

0.00

%

Expected life (years) (a)

 

 

6.12

 

(a)
The expected life was estimated using the simplified method, as the Company does not have sufficient historical exercise data due to the limited period of time its common stock has been publicly traded.

Omnibus Incentive Plan

The Company has reserved 15,000,000 shares of common stock for issuance under the Company’s Omnibus Incentive Plan (the “Omnibus Incentive Plan”), of which approximately 7,290,000 are available for future issuance as of December 31, 2022.

Bonus Performance Restricted Units

During the year ended December 31, 2022, the Company granted approximately 120,000 performance-vesting restricted units (the “Bonus Performance Restricted Units”) in accordance with its annual bonus plan for 2022 (the “2022 Bonus Plan”). The 2022 Bonus Plan provides for bonus awards payable 50% in cash and 50% in performance-vesting restricted units (the “Bonus Performance Restricted Units”) and is based upon the Company’s achievement of specified performance goals, including the achievement of certain cost targets, as defined by the 2022 Bonus Plan, with respect to the year ended December 31, 2022 (the “Fiscal 2022”). The total number of units eligible to vest into shares of stock is based on the level of achievement of the targets for Fiscal 2022 which ranges from 0% (if below threshold performance), to 100% (if at target performance) with opportunities to earn above 100% when achievement is above the target performance for certain metrics.

In accordance with ASC 718, Compensation-Stock Compensation, equity compensation expense is recorded on shares probable of vesting. Based on the Company’s actual Fiscal 2022 results with respect to specific performance goals, a portion of the outstanding performance-vesting restricted awards related to the Fiscal 2022 performance goals were considered probable of vesting as of December 31, 2022; therefore, equity compensation expense has been recorded related to these awards. These awards are expected to vest in accordance with their terms, at which time any unearned units will forfeit.

The Company had previously granted performance-vesting restricted units which were eligible to vest based on the Company’s actual results for the year ended December 31, 2021. A portion of these units vested in 2022, and the remainder forfeited in accordance with their terms.

Due to the impact of the COVID-19 pandemic, the Company did not have an annual bonus plan for the fiscal year ended December 31, 2020; however, based on a discretionary review of performance in light of the negative impact of the COVID-19 pandemic on the Company’s business, the Compensation Committee determined to make discretionary equity awards to the Company’s bonus eligible employees during the year ended December 31, 2021. These awards were paid entirely in restricted stock units that vest 50% each on the first and second anniversaries of the date of grant.

The Company also had previously granted performance-vesting restricted units which were eligible to vest based on the Company’s actual results for the year ended December 31, 2019. A portion of these units vested in 2020, and the remaining portion vested in 2021 based on the employee’s continued employment on such vesting date and the remainder forfeited in accordance with their terms.

2022 Long-Term Incentive Awards

During the year ended December 31, 2022, the Company granted long-term incentive plan awards for 2022 (the “2022 Long-Term Incentive Grant”) which were comprised of approximately 55,000 nonqualified stock options (the “Long-Term Incentive Options”) and approximately 180,000 performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”) (collectively, the “Long-Term Incentive Awards”).

Long-Term Incentive Options

The Long-Term Incentive Options vest over three years, with one-third vesting on each anniversary of the date of grant, subject to continued service through the applicable vesting date. Equity compensation expense for these options is recognized for each tranche over the vesting period using the straight-line method. Upon stock option exercises, authorized but unissued shares are issued by the Company.

Long-Term Incentive Performance Restricted Units

The Long-Term Incentive Performance Restricted Units are eligible to vest during the three-year performance period beginning on January 1, 2022 and ending on December 31, 2024 (or, extended through December 31, 2025, as applicable) (the “Performance Period”) based upon the Company’s achievement of specified performance goals during the Performance Period. The total number of Long-Term Incentive Performance Restricted Units eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 150% (for maximum performance). Upon achievement of at least the threshold performance goals, 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. Performance for the test period must meet or exceed the prior year’s performance before up to the remaining 50% of the units can be earned.

The Company recognizes equity compensation expense for its performance-vesting restricted awards ratably over the related performance period, if the performance condition is probable of being achieved. If the probability of vesting changes for performance-vesting restricted awards in a subsequent period, all equity compensation expense related to those awards that would have been recorded, if any, over the requisite service period had the new percentage been applied from inception, will be recorded as a cumulative catch-up or reduction at such subsequent date.

Other Long-Term Incentive Awards

During the year ended December 31, 2022, the Company also granted time-vesting restricted units and options to certain employees which generally vest over three years, with one-third vesting on each of the first three anniversaries of the grant date.

Previous Long-Term Incentive Awards

The Company also has outstanding time-vesting restricted awards (the “Long-Term Incentive Time Restricted Awards”), performance-vesting restricted awards (the “Long-Term Incentive Performance Restricted Awards”) and nonqualified stock options granted under previous long-term incentive plan grants.

During the year ended December 31, 2022, a portion of the previously granted Long-Term Incentive Performance Restricted Awards related to completed performance periods vested, with the remainder forfeiting in accordance with their terms. The remaining outstanding Long-Term Incentive Performance Restricted Awards related to future performance periods are eligible to vest based upon the Company’s achievement of pre-established performance goals for the respective performance period, as defined.

A portion of the outstanding Long-Term Incentive Performance Restricted Awards relate to performance restricted units (the “2019 LTIP Performance Awards”) which contain a four-year performance period consisting of the 2019-2022 calendar years (or, extended through the end of the 2023 calendar year, as applicable) and are eligible to vest based upon the Company’s achievement of specific performance goals for the performance period, as defined, with an opportunity to vest up to 50% of the award earlier if certain goals are achieved in any fiscal year during the performance period. The total number of 2019 LTIP Performance Awards eligible to vest will be based on the level of achievement of the performance goals and ranges from 0% (if below threshold performance) up to 100% (for target or above performance). Upon achievement of the performance goals, up to 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year extended performance test period. The goal achieved must be met again or exceeded for the extended performance period before the remaining units are earned. Based on the Company’s results for fiscal year 2021, the Company vested a portion of the 2019 LTIP Performance Awards in the first quarter of 2022. Additionally, based on the Company’s results for fiscal year 2022, the Company expects to vest another portion of the 2019 LTIP Performance Awards in the first quarter of 2023.

Other

During the years ended December 31, 2022, 2021 and 2020, the Company granted equity awards to its non-employee members of its Board which will vest on the day before the Company’s next annual meeting. Each eligible Board member elected the form of their equity award as either deferred stock units (“DSUs”) or restricted stock units (“RSUs”). Each DSU granted represents the right to receive one share of the Company’s common stock three months after the respective director leaves the Board. Upon vesting, each RSU will be converted into one share of the Company’s common stock.

Additionally, during the years ended December 31, 2022, 2021 and 2020, the Company granted equity awards in the form of RSUs or DSUs which vested immediately to each eligible Board member in lieu of quarterly cash payments related to the director’s annual retainers.