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Equity-Based Compensation
3 Months Ended
Mar. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

NOTE 12. EQUITY-BASED COMPENSATION

 

Our 2018 Omnibus Incentive Plan (the “Plan”), as amended, authorizes the grant of restricted stock awards (“RSAs”), restricted stock units (“RSUs”), Performance Stock Units (“PSUs”), non-qualified and incentive stock options, dividend equivalents, and other stock-based awards. A total of 8 million shares of common stock has been authorized for issuance under the Plan and approximately 7 million shares of common stock are available for issuance as of March 31, 2019.

 

As of March 31, 2019, the Company has RSAs, RSUs and PSUs outstanding. The RSAs and RSUs are time-based, where the awards vest over time, generally three to four years, and are not subject to future performance targets. RSAs and RSUs are initially recorded at the Company’s common stock market price at the time of the grant. The PSUs are subject to performance-based vesting, where the ultimate award is based on the achievement of established performance targets, generally over two to three years. As of March 31, 2019, these performance targets relate to relative and absolute total shareholder returns, as defined, which are treated as market-based conditions. Accordingly, these market-based PSUs are recorded at the fair value of the award using a Monte Carlo simulation valuation model. The currently outstanding PSUs vest over two to three years.  RSAs, RSUs and PSUs are subject to accelerated vesting in the event of certain defined events.

 

In connection with the Spin-Off, the Company entered into an agreement with LQH Parent to modify all outstanding awards granted to the employees of LQH Parent. The agreement generally provided that, as of the separation, holders of such awards were entitled to receive CorePoint equity-based, time-vesting, compensation awards. Generally, all such CorePoint equity-based compensation awards (except for the LQH Parent PSUs, as described below) retain the same terms and vesting conditions as the original LQH Parent equity-based compensation awards to which such awards relate. Under the agreement, holders of LQH Parent RSAs and LQH Parent RSUs received RSAs and RSUs.  Holders of LQH Parent PSUs received RSAs. The number of shares subject to such converted awards were calculated based on adjustments to LQH Parent’s equity-based awards using the distribution ratio in the agreement and assumed a majority of the performance-vesting awards vest at target performance levels.  Performance-based vesting with respect to the converted LQH Parent PSUs were removed, and instead the CorePoint converted equity-based awards will vest, subject to the holder’s continued employment with La Quinta or CorePoint, as applicable, through the last date of the original performance period (as defined in the applicable LQH Parent PSU grant notice) to which such awards relate, effectively transforming the PSU awards into time-vesting equity awards. Following the Spin-Off, the compensation expense related to these replacement equity-based compensation awards for the employees of La Quinta is incurred by La Quinta.  The compensation expense related to these replacement equity-based compensation awards for the employees of CorePoint is incurred by CorePoint. Dividends related to these replacement awards, which are awarded as additional grants settled at the respective vesting of the grants, are charged to CorePoint retained earnings on the dividend payment date.

 

For the three months ended March 31, 2019, and 2018, we recognized $2 million and $1 million, respectively, of equity-based compensation expense in continuing operations.

 

For the three months ended March 31, 2018, we recognized $2 million of equity-based compensation expense in discontinued operations.  No equity-based compensation expense was recognized in discontinued operations for the three months ended March 31, 2019.

 

The following table summarizes the activity of our RSAs, RSUs and PSUs during the three months ended March 31, 2019 (because of the Spin-Off and the stock compensation restructuring described above, activity prior to 2019 is not presented):

 

 

 

RSAs

 

 

PSUs

 

 

RSUs

 

 

 

Number of

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Number of

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

 

Number of

Shares

 

 

Weighted-Average

Grant Date

Fair Value

 

Outstanding at January 1, 2019

 

 

884,068

 

 

$

20.50

 

 

 

 

 

$

 

 

 

14,624

 

 

$

5.77

 

Granted

 

 

351,276

 

 

 

10.58

 

 

 

447,527

 

 

 

6.99

 

 

 

239

 

 

 

12.43

 

Vested

 

 

(74,810

)

 

 

3.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(811

)

 

 

6.85

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

1,159,723

 

 

$

18.64

 

 

 

447,527

 

 

$

6.99

 

 

 

14,863

 

 

$

5.88

 

 

RSAs are included in amounts for issued and outstanding common stock but are excluded in the computation of basic earnings per share.