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Share-Based Compensation
9 Months Ended
Sep. 30, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 3. Share-Based Compensation

We grant share-based compensation awards to our officers, directors, and certain key employees pursuant to the 2017 Viad Corp Omnibus Incentive Plan (the “2017 Plan”). The 2017 Plan has a 10-year term and provides for the following types of awards: (a) incentive and non-qualified stock options; (b) restricted stock awards and restricted stock units; (c) performance units or performance shares; (d) stock appreciation rights; (e) cash-based awards; and (f) certain other stock-based awards. In June 2017, we registered 1,750,000 shares of common stock issuable under the 2017 Plan. As of September 30, 2020, there were 1,077,197 shares available for future grant under the 2017 Plan.

The following table summarizes share-based compensation (income) expense:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

(in thousands)

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Performance unit incentive plan (“PUP”)

 

$

149

 

 

$

1,033

 

 

$

(2,596

)

 

$

4,013

 

Restricted stock awards and restricted stock units

 

 

1,698

 

 

 

798

 

 

 

3,155

 

 

 

2,435

 

Stock options

 

 

90

 

 

 

 

 

 

90

 

 

 

 

Share-based compensation expense before income tax

 

 

1,937

 

 

 

1,831

 

 

 

649

 

 

 

6,448

 

Income tax benefit(1)

 

 

 

 

 

(460

)

 

 

 

 

 

(1,625

)

Share-based compensation expense, net of income tax

 

$

1,937

 

 

$

1,371

 

 

$

649

 

 

$

4,823

 

(1)

There was no income tax benefit for the three and nine months ended September 30, 2020 due to the valuation allowance on our deferred tax assets. Refer to Note 16 – Income Taxes.

 

PUP Awards

PUP awards are performance-based restricted stock units that are tied to our stock price and the expected achievement of certain performance-based criteria. The vesting of PUP award shares is based upon the achievement of the performance-based criteria over a three-year period. We account for PUP awards that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair value on the grant date on a straight-line basis over the vesting period. The estimated number of shares to be achieved is updated each reporting period. We account for PUP awards that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are accounted for as they occur.

During the nine months ended September 30, 2020, we granted PUP awards with a grant date fair value of $4.8 million of which $1.8 million are payable in shares. Liabilities related to PUP awards were $0.4 million as of September 30, 2020 and $5.3 million as of December 31, 2019. During the nine months ended September 30, 2020, the value of the PUP awards decreased due to the reduction of our estimated performance achievement and the decline in our stock price as a result of the COVID-19 pandemic.

In 2020, PUP awards granted in 2017 vested and we paid $2.6 million in cash. No PUP awards were paid in shares in 2020. In 2019, PUP awards granted in 2016 vested and we paid $5.6 million in cash and $3.4 million in shares. In 2019, we withheld 25,771 shares for $1.5 million related to tax withholding requirements on vested PUP awards paid in shares.

The following table summarizes the activity of the outstanding PUP awards:

 

 

 

Equity-Based

PUP Awards

 

 

Liability-Based

PUP Awards

 

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Balance at December 31, 2019

 

 

59,714

 

 

$

52.10

 

 

 

155,190

 

 

$

52.53

 

Granted

 

 

32,367

 

 

$

56.23

 

 

 

52,531

 

 

$

56.10

 

Vested

 

 

 

 

$

 

 

 

(67,866

)

 

$

47.43

 

Forfeited

 

 

 

 

$

 

 

 

(18,370

)

 

$

56.40

 

Balance at September 30, 2020

 

 

92,081

 

 

$

55.49

 

 

 

121,485

 

 

$

55.08

 

Restricted Stock Awards and Restricted Stock Units

Restricted stock awards and restricted stock units are service-based awards. We account for restricted stock awards and restricted stock units that will be settled in shares of our common stock as equity-based awards. We measure share-based compensation expense of equity-based awards at fair value on the grant date on a straight-line basis over the vesting period.

We account for restricted stock units that will be settled in cash as liability-based awards. We measure share-based compensation expense of liability-based awards at fair value at each reporting date until the date of settlement. Forfeitures are accounted for as they occur.  

As of September 30, 2020, the unamortized cost of outstanding equity-based restricted stock awards and restricted stock units was $2.6 million, which we expect to recognize over a weighted-average period of approximately 1.2 years. We repurchased 17,961 shares for $1.1 million during the nine months ended September 30, 2020 and 24,586 shares for $1.4 million during the nine months ended September 30, 2019 related to tax withholding requirements on vested share-based awards.

Aggregate liabilities related to liability-based restricted stock units were $0.8 million as of September 30, 2020 and $0.4 million as of December 31, 2019. During the nine months ended September 30, 2020, restricted stock units vested, and we paid $0.2 million in cash and $0.8 million in shares. During the nine months ended September 30, 2019, restricted stock units vested, and we paid $0.3 million in cash and $0.2 million in shares.

The following table summarizes the activity of the outstanding restricted stock awards and restricted stock units:

 

 

 

Equity-Based

Restricted Stock Awards

 

 

Equity-Based

Restricted Stock Units

 

 

Liability-Based

Restricted Stock Units

 

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Balance at December 31, 2019

 

 

136,123

 

 

$

52.66

 

 

 

 

 

$

 

 

 

11,623

 

 

$

52.17

 

Granted

 

 

55,171

 

 

$

51.06

 

 

 

232,435

 

 

$

19.44

 

 

 

3,952

 

 

$

50.43

 

Vested

 

 

(64,684

)

 

$

49.85

 

 

 

(38,982

)

 

$

19.30

 

 

 

(2,815

)

 

$

47.45

 

Forfeited

 

 

(15,192

)

 

$

56.54

 

 

 

(2,183

)

 

$

19.30

 

 

 

(1,634

)

 

$

56.59

 

Balance at September 30, 2020

 

 

111,418

 

 

$

52.97

 

 

 

191,270

 

 

$

19.47

 

 

 

11,126

 

 

$

52.10

 

 

Stock Options

We grant non-qualified stock options that are performance-based, as well as non-qualified options that are service-based. The performance-based awards are recognized on a straight-line basis over the performance period ranging from 1.4 to 3.4 years, and the underlying shares expected to be settled are adjusted each reporting period based on estimated future achievement of the respective performance metrics. The service-based awards are recognized on a straight-line basis over the requisite service period on a graded-vesting schedule over three years.

The following table summarizes stock option activity:

 

 

 

Shares

 

 

Weighted-Average

Exercise Price

 

 

Aggregate Intrinsic Value(1)

 

Options outstanding and exercisable at December 31, 2019

 

 

41,143

 

 

$

16.62

 

 

 

 

 

Granted

 

 

204,150

 

 

$

19.98

 

 

 

 

 

Exercised

 

 

(41,143

)

 

$

16.62

 

 

 

 

 

Options outstanding at September 30, 2020

 

 

204,150

 

 

$

19.98

 

 

$

229,500

 

Options exercisable at September 30, 2020

 

 

 

 

$

 

 

$

 

(1)

The aggregate intrinsic value of stock options outstanding represents the difference between our closing stock price at the end of the reporting period and the exercise price, multiplied by the number of in-the-money stock options.  

The following table summarizes stock options outstanding and exercisable as of September 30, 2020:

 

 

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of exercise prices

 

 

Shares

 

 

Weighted-Average

Remaining Contractual Life

(in years)

 

 

Weighted-Average

Exercise Price

 

 

Shares

 

 

Weighted-Average

Exercise Price

 

$

19.30

 

 

 

150,000

 

 

 

8.25

 

 

$

19.30

 

 

 

 

 

$

 

$

21.85

 

 

 

54,150

 

 

 

6.91

 

 

$

21.85

 

 

 

 

 

$

 

$19.30 - $21.85

 

 

 

204,150

 

 

 

7.89

 

 

$

19.98

 

 

 

 

 

$

 

The fair value of stock options granted in 2020 was estimated on the date of grant using the Black-Scholes option pricing model. Following is additional information on stock options and the underlying assumptions used in assessing fair value:

 

 

 

Nine Months Ended

 

 

 

September 30, 2020

 

Assumptions used to estimate fair value of stock options granted:

 

 

 

 

Risk-free interest rate

 

0.27% - 0.31%

 

Expected life

 

4.3 - 5.4 years

 

Expected volatility

 

46.9% - 52.2%

 

Expected dividend yield

 

 

 

Weighted average grant-date fair value per share of options granted

 

$

8.38

 

Cash received from exercise of options (in thousands)

 

$

2,077

 

As of September 30, 2020, the total unrecognized compensation cost related to non-vested stock option awards was $1.6 million. We expect to recognize such costs over a weighted-average period of approximately 2.5 years. No stock options were granted in 2019.