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Share-Based Compensation
3 Months Ended
Mar. 31, 2021
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 March 31, 2021, there were 759,578 shares available for future grant under the 2017 Plan.

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

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in thousands)

 

2021

 

 

2020

 

Performance-based restricted stock units

 

$

140

 

 

$

(2,635

)

Restricted stock awards and restricted stock units

 

 

1,244

 

 

 

490

 

Stock options

 

 

379

 

 

 

 

Share-based compensation (income) expense before income tax

 

 

1,763

 

 

 

(2,145

)

Income tax benefit(1)

 

 

(27

)

 

 

(109

)

Share-based compensation (income) expense, net of income tax

 

$

1,736

 

 

$

(2,254

)

(1)

The 2021 income tax benefit amount primarily reflects the tax benefit associated with our Canadian-based employees. There was no income tax benefit associated with our employees in the United States and the United Kingdom due to a valuation allowance on our deferred tax assets within these jurisdictions. Refer to Note 17 – Income Taxes.

Performance-based Restricted Stock Units

Performance-based restricted stock units (“PRSU”) are tied to our stock price and the expected achievement of certain performance-based criteria. The vesting of PRSU shares is based upon the achievement of the performance-based criteria over a three to four-year period. We account for PRSU 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 PRSU 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 three months ended March 31, 2021, we granted PRSU awards with a grant date fair value of $3.2 million, all of which are payable in shares.

In 2021, PRSU awards granted in 2018 vested; however, as performance metrics were not achieved, no awards were paid in cash or in shares. In 2020, PRSU awards granted in 2017 vested and we paid $2.6 million in cash. No PRSU awards were paid in shares in 2020.

As of March 31, 2021, the unamortized cost of outstanding equity-based PRSU awards was $3.1 million, which we expect to recognize over a weighted-average period of approximately 2.8 years. Liabilities related to liability-based PRSU awards were $0.9 million as of March 31, 2021 and $0.8 million as of December 31, 2020.

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

 

 

 

Equity-Based

PRSU Awards

 

 

Liability-Based

PRSU Awards

 

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Balance at December 31, 2020

 

 

61,208

 

 

$

57.18

 

 

 

121,485

 

 

$

56.34

 

Granted

 

 

101,785

 

 

$

31.28

 

 

 

 

 

$

 

Vested

 

 

 

 

$

 

 

 

(42,698

)

 

$

51.96

 

Forfeited

 

 

 

 

$

 

 

 

(703

)

 

$

56.97

 

Balance at March 31, 2021

 

 

162,993

 

 

$

41.01

 

 

 

78,084

 

 

$

57.12

 

Service-based 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 recorded when they occur.  

As of March 31, 2021, the unamortized cost of outstanding equity-based restricted stock awards and restricted stock units was $6.8 million, which we expect to recognize over a weighted-average period of approximately 1.3 years. We repurchased 12,055 shares for $0.5 million during the three months ended March 31, 2021 and 17,674 shares for $1.1 million during the three months ended March 31, 2020 related to tax withholding requirements on vested share-based awards.

Aggregate liabilities related to liability-based restricted stock units were $0.2 million as of March 31, 2021 and $0.2 million as of December 31, 2020. During the three months ended March 31, 2021, 3,174 restricted stock units vested, and we paid $0.1 million in cash. During the three months ended March 31, 2020, 2,815 restricted stock units vested, and we paid $0.2 million in cash.

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, 2020

 

 

107,107

 

 

$

53.23

 

 

 

151,261

 

 

$

19.51

 

 

 

10,459

 

 

$

51.91

 

Granted

 

 

22,320

 

 

$

44.80

 

 

 

62,919

 

 

$

44.79

 

 

 

 

 

$

 

Vested

 

 

(37,170

)

 

$

53.86

 

 

 

 

 

$

 

 

 

(3,174

)

 

$

52.24

 

Forfeited

 

 

(1,030

)

 

$

56.94

 

 

 

(2,026

)

 

$

19.75

 

 

 

 

 

$

 

Balance at March 31, 2021

 

 

91,227

 

 

$

50.87

 

 

 

212,154

 

 

$

27.00

 

 

 

7,285

 

 

$

53.34

 

 

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 1.0 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 two years.

The following table summarizes stock option activity:

 

 

 

Shares

 

 

Weighted-Average

Exercise Price

 

 

Aggregate Intrinsic Value(1)

 

Options outstanding at December 31, 2020

 

 

204,150

 

 

$

19.98

 

 

 

 

 

Granted

 

 

137,858

 

 

$

44.80

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

Options outstanding at March 31, 2021

 

 

342,008

 

 

$

29.98

 

 

$

4,445,085

 

Options exercisable at March 31, 2021

 

 

 

 

$

 

 

$

 

(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 March 31, 2021:

 

 

 

 

 

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

 

 

 

7.75

 

 

$

19.30

 

 

 

 

 

$

 

$

21.85

 

 

 

54,150

 

 

 

6.41

 

 

$

21.85

 

 

 

 

 

$

 

$

44.80

 

 

 

137,858

 

 

 

6.90

 

 

$

44.80

 

 

 

 

 

$

 

$19.30 - $44.80

 

 

 

342,008

 

 

 

7.20

 

 

$

29.98

 

 

 

 

 

$

 

 

The fair value of stock options granted in 2021 was estimated on the date of grant using the Black-Scholes option pricing model.

Following is additional information on stock options granted during the three months ended March 31, 2021 and the underlying assumptions used in assessing fair value:

 

 

 

Three Months Ended

 

 

 

March 31, 2021

 

Assumptions used to estimate fair value of stock options granted:

 

 

 

 

Risk-free interest rate

 

0.50%

 

Expected term (in years)

 

 

4.5

 

Expected volatility

 

55.8%

 

Expected dividend yield

 

 

 

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

 

$

20.26

 

As of March 31, 2021, the total unrecognized compensation cost related to non-vested stock option awards was $3.8 million. We expect to recognize such costs over a weighted-average period of approximately 1.9 years.