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Equity-Based Compensation
12 Months Ended
Dec. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

19. 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 (loss) income as follows:  

 

 

For the Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

 

 

(In thousands)

 

Equity compensation expense included in operating expenses

 

$

522

 

 

$

4,076

 

 

$

7,387

 

Equity compensation expense included in selling, general and administrative expenses

 

 

6,945

 

 

 

7,030

 

 

 

14,765

 

Total equity compensation expense

 

$

7,467

 

 

$

11,106

 

 

$

22,152

 

Equity compensation expense for the year ended December 31, 2020, includes the reversal of expense related to certain performance vesting restricted units which 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. See Previous Long-term Incentive Awards section which follows for further details.

Equity compensation expense for the year ended December 31, 2018, includes approximately $5.5 million related to equity awards which were accelerated to vest in connection with the departure of certain executives as required by their respective employment agreements (see Note 21–Severance and Other Separation Costs for further details). Total unrecognized equity compensation expense for all equity compensation awards probable of vesting as of December 31, 2020 was approximately $16.3 million, which is expected to be recognized over a weighted-average period of 1.1 years.

The total fair value of shares which vested during the years ended December 31, 2020, 2019 and 2018 was approximately $12.7 million, $9.7 million and $12.1 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, 2020, 2019 and 2018 were $15.85, $26.55 and $15.40 per share, respectively.

The activity related to the Company’s time-vesting and performance-vesting restricted awards during the year ended December 31, 2020 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, 2019

 

 

725,911

 

 

$

21.08

 

 

 

333,673

 

 

$

26.10

 

 

 

1,855,828

 

 

$

22.34

 

Granted

 

 

1,476,758

 

 

$

12.99

 

 

 

 

 

$

 

 

 

246,374

 

 

$

33.23

 

Vested

 

 

(432,497

)

 

$

20.18

 

 

 

(97,616

)

 

$

26.11

 

 

 

(79,173

)

 

$

17.55

 

Forfeited

 

 

(77,593

)

 

$

22.71

 

 

 

(212,759

)

 

$

26.09

 

 

 

(555,393

)

 

$

25.11

 

Outstanding at December 31, 2020

 

 

1,692,579

 

 

$

14.18

 

 

 

23,298

 

 

$

26.16

 

 

 

1,467,636

 

 

$

23.38

 

 

 

The total intrinsic value of stock options exercised during the years ended December 31, 2020, 2019 and 2018 was approximately $1.3 million, $2.4 million and $1.7 million, respectively.  The activity related to the Company’s stock option awards during the year ended December 31, 2020 was as follows: 

 

 

 

Options

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining

Contractual

Life (in years)

 

 

Aggregate

Intrinsic Value

(in thousands)

 

Outstanding at December 31, 2019

 

 

914,022

 

 

$

22.43

 

 

 

 

 

 

 

 

 

Granted

 

 

128,434

 

 

$

20.79

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(184,059

)

 

$

28.38

 

 

 

 

 

 

 

 

 

Expired

 

 

(20,785

)

 

$

19.11

 

 

 

 

 

 

 

 

 

Exercised

 

 

(157,624

)

 

$

18.53

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2020

 

 

679,988

 

 

$

21.51

 

 

 

6.89

 

 

$

6,860

 

Exercisable at December 31, 2020

 

 

392,671

 

 

$

19.82

 

 

 

5.53

 

 

$

4,622

 

The weighted average grant date fair value of stock options granted during the year ended December 31, 2020 was $9.69. Key weighted-average assumptions utilized in the Black-Scholes Option Pricing Model for stock options granted during the year ended December 31, 2020 were:

Risk-free interest rate

 

 

0.61

%

Expected volatility

 

 

51.37

%

Expected dividend yield

 

 

0.00

%

Expected life (years) (a)

 

 

5.90

 

(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 7,680,000 are available for future issuance as of December 31, 2020.

Bonus Performance Restricted Awards

Due to the impact of the COVID-19 pandemic and related temporary park closures, the Company did not adopt an annual bonus plan for the year ended December 31, 2020.   

The Company had an annual bonus plan for the year ended December 31, 2019 (the “Fiscal 2019”), under which certain employees were eligible to vest in performance-vesting restricted units based upon the Company’s achievement of specified performance goals with respect to Fiscal 2019. Based on the Company’s actual Fiscal 2019 results, a portion of these units vested in the year ended December 31, 2020 and the remainder forfeited in accordance with their terms.

Separately, on October 3, 2019, in connection with its regular review of compensation matters, the Compensation Committee of the Board, approved certain equity awards designed to recognize employees for their contribution and continued expected contribution to the Company and its goals. A portion of these awards were in the form of performance-vesting restricted units which were eligible to vest based on achievement of specific performance goals with respect to Fiscal 2019.  Based on the Company’s actual Fiscal 2019 results, a portion of these units vested in the first quarter of 2020, another portion will vest in the first quarter of 2021 based on the employee’s continued employment on such vesting date and the remainder forfeited in accordance with their terms.

2020 Long-Term Incentive Awards

During the year ended December 31, 2020, the Company granted long-term incentive plan awards to certain employees.  These grants were comprised of nonqualified stock options (the “Long-Term Incentive Options”) and performance-vesting restricted units (the “Long-Term Incentive Performance Restricted Units”).

The nonqualified stock options generally vest ratably over two or three years, subject to continued employment 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.

The performance-vesting restricted units granted in 2020 contain a performance period through calendar year 2022 (or, the end of the 2023 calendar year, as applicable), and are otherwise consistent with the terms of the modified 2019 LTIP Performance Awards as discussed further below. Equity compensation expense has not yet been recorded related to these awards.

Other Long-Term Incentive Awards

During the year ended December 31, 2020, the Company also granted time-vesting restricted units to certain employees which generally vest over three years, with one-third vesting on each anniversary of the date of grant, subject to continued employment through the applicable vesting date.  

Separately, during the year ended December 31, 2020, in connection with a review of compensation matters, the Compensation Committee of the Board of Directors approved grants of approximately 1.2  million restricted stock units designed to recognize certain employees for their contributions and continued expected contributions to the Company and its long term goals during the COVID-19 pandemic. The restricted stock units will vest 50% on each of the first two anniversaries of the grant date, subject to the recipient’s continued employment on each such vesting 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, 2020, 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.  Based on the Company’s actual results for 2020, the previously granted Long-Term Incentive Performance Restricted Awards related to the performance period which ended on December 31, 2020 are expected to forfeit in the first quarter of 2021.

The Company previously granted long-term incentive performance restricted units in 2019 (the “2019 LTIP Performance Awards”) which contained a three-year performance period consisting of the 2019-2021 calendar years (or, extended through the end of the 2022 calendar year, as applicable) and were eligible to vest based upon the Company’s achievement of specific performance goals for the performance period, as defined. 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, only 50% of the award for a given level of performance will vest, with the remaining 50% subject to a one-year performance test period. The goal achieved must be met again or exceeded the next fiscal year before the remaining units are earned.

In November 2019, certain performance-vesting restricted stock units were granted to the Company’s previous Chief Executive Officer (the “CEO Performance Awards”).  The CEO Performance Awards had a three-year performance period consisting of the 2020-2022 calendar years (or, extended through the end of the 2023 calendar year, as applicable) which were eligible to vest based upon the Company’s achievement of specific performance goals for the performance period, as defined by the CEO Performance Awards.  The performance period and the performance goals for the CEO Performance Awards differed from those of the 2019 LTIP Performance Awards, as such, on February 25, 2020, the Board approved a modification (the “Modification”) to the 2019 LTIP Performance Awards in order to better align its terms with those of the CEO Performance Awards.  The Compensation Committee of the Board determined that it was preferable to align the 2019 LTIP Performance Awards with the CEO Performance Awards to put everyone on the same performance cycle with the same performance goals. Pursuant to the Modification, the threshold and target performance goals were revised to align with the CEO Performance Awards threshold and target performance goals and the performance period was extended through calendar year 2022 (or, the end of the 2023 calendar year, as applicable) consistent with the CEO Performance Awards. Equity compensation expense has not yet been recorded related to these awards as the performance goals are not yet considered probable of achievement. The Company will use the respective modification date fair value to record equity compensation expense related to the Modification awards when and if they become probable of vesting in a future period, in accordance with the guidance in ASC 718, Compensation-Stock Compensation.

Other

During the year ended December 31, 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 in 2020 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 year ended December 31, 2020, the Company granted equity awards in the form of RSUs which vested immediately to each eligible Board member in lieu of quarterly cash payments related to the director’s annual retainers.