Unitholders' Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Unitholders' Equity

Unitholders' Equity

2014 Independent Directors' Equity Plan ("2014 Plan")

On May 14, 2020, the Company granted its independent directors a total of 32,112 director share units with a grant date fair value of $27.43 per share. During the quarter ended March 31, 2021, the Company granted an additional 12,024 director share units to preserve the economic value of the unvested director share units after giving effect to the special dividend made in connection with the IMTT Transaction. These director share units vested on May 11, 2021, the day immediately preceding the 2021 Annual Meeting of Shareholders.

On May 19, 2021, the Company granted its independent directors a total of 25,974 director share units with a grant date fair value of $34.90 per share. These director share units fully vested on September 23, 2021, as a result of the AA Transaction, which constituted a change in control as defined in the 2014 Plan. Compensation expenses related to the director share units was $225,000 for the quarter ended March 31, 2021.

Short-Term Incentive Plan ("STIP") for MIH Operating Businesses —  Restricted Stock Units ("RSUs")

The Company has a STIP to provide cash and stock-based incentives to eligible employees of its operating businesses under the Company’s 2016 Omnibus Employee Incentive Plan ("2016 Plan"). In general, the cash component comprises 75% of any incentive award and is paid in a lump-sum. The remaining 25% of any incentive award is in the form of RSUs representing an interest in the common units of the Company. RSUs are granted following assessment of performance against Key Performance Indicators post the one-year performance period and vest in two equal annual installments following the grant date.

The following sets forth unvested STIP RSU grants through March 31, 2022:

	STIP Grants
	Number of RSUs (in units)	Weighted Average Grant-Date Fair Value (per unit)
Unvested balance on December 31, 2020	34,627	$	24.50
Granted(1)	286,013	4.89
Forfeited	(215)	24.92
Vested(2)	(68,776)	31.03
Unvested balance on December 31, 2021	251,649	$	2.49
Granted	79,670	3.74
Forfeited	(2,603)	2.16
Vested(3)	(158,844)	2.30
Unvested balance on March 31, 2022	169,872	$	3.26

___________

(1)During the quarter ended March 31, 2021, the Company granted an additional 12,614 RSUs to preserve the economic value of the unvested RSUs after giving effect to the special dividend made in connection with the IMTT Transaction. During the

quarter ended December 31, 2021, the Company granted an additional 228,943 RSUs to preserve the economic value of the

unvested RSUs after giving effect to the one-time distribution made in connection with the AA Transaction.

(2)As a result of the AA Transaction, the Company's Compensation Committee and Board approved the accelerated vesting of the STIP RSU grants for former eligible employees of Atlantic Aviation and MIC Global Services ("MGS"). These RSUs were fully vested on September 23, 2021.

(3)Units related to RSUs vested on March 31, 2022 were issued in April 2022.

On March 31, 2022, the grant date fair value of the unvested awards was $554,000 and is expected to be recognized over a weighted-average period of 1.0 years. Compensation expense related to the STIP RSUs were $354,000 for the quarter ended March 31, 2022, compared with $309,000 (which includes the former eligible participants of Atlantic Aviation and MGS) for the quarter ended March 31, 2021.

From time to time, the Company may issue RSUs to reward or retain employees, or to attract new employees, or for other reasons by providing special grants of RSUs. Vesting dates and terms can vary for each award at the discretion of the Company.

The following sets forth unvested Special RSU grants through March 31, 2022:

	Special RSU Grants
	Number of RSUs (in units)	Weighted Average Grant-Date Fair Value (per unit)
Unvested balance on December 31, 2020	4,967	$	40.30
Granted(1)	1,860	—
Vested	(6,827)	29.32
Unvested balance on December 31, 2021	—	$	—

___________

(1)During the quarter ended March 31, 2021, the Company granted an additional 1,860 RSUs to preserve the economic value of the unvested RSUs after giving effect to the special dividend made in connection with the IMTT Transaction.

Compensation expense related to the Special RSU grants was $200,000 for the quarter ended March 31, 2021.

Long-Term Incentive Plan ("LTIP") for MIH Operating Businesses —  Performance Stock Units ("PSUs")

The Company has a LTIP pursuant to which it makes stock-based incentive awards to eligible employees of its operating businesses. The awards take the form of PSUs convertible into common units of the Company as authorized under its 2016 Plan. The number of PSUs a participant may be awarded reflects a target level of performance by the participant. The participant may be awarded more (over performance limit) or less (threshold limit) than the target number of PSUs based on their achievements relative to Key Performance Indicators during the three-year performance period. Following finalization of the participant’s performance review, generally at the end of the third year of the program, the Company awards the PSUs.

The following sets forth unvested LTIP PSU grants through March 31, 2022 at the target level of performance:

	LTIP Grants (at Target)
	Number of PSUs (in units)	Weighted Average Grant-Date Fair Value (per unit)
Unvested balance on December 31, 2020	71,521	$	39.47
Granted(1)	1,205,242	5.73
Forfeited(2)	(86,384)	31.39
Vested(2)	(135,493)	37.93
Unvested balance on December 31, 2021	1,054,886	$	2.76
Granted	199,016	3.74
Vested	(356,124)	2.60
Unvested balance on March 31, 2022	897,778	$	3.04

___________

(1)During the quarter ended March 31, 2021, the Company granted an additional 26,004 PSUs to preserve the economic value of the unvested PSUs after giving effect to the special dividend made in connection with the IMTT Transaction. During the quarter ended December 31, 2021, the Company granted an additional 959,700 PSUs to preserve the economic value of the unvested PSUs after giving effect to the one-time distribution made in connection with the AA Transaction.

(2)As a result of the AA Transaction, the Company's Compensation Committee and Board approved the accelerated vesting of the LTIP PSU grants for former eligible employees of Atlantic Aviation and MGS. These PSUs were fully vested on September 23, 2021.

As of March 31, 2022, depending upon actual performance, the number of PSUs to be issued will vary from zero to 1,571,112, net of forfeitures. On March 31, 2022, the grant date fair value of the unvested awards was $2.7 million, reflecting target performance by all participants. On March 31, 2022, the unrecognized compensation cost related to unvested PSU awards was $897,000 at target level performance and is expected to be recognized over a weighted-average period of 1.6 years. Compensation expense related to the LTIP PSUs was $298,000 for the quarter ended March 31, 2022, compared with $1.5 million (which includes the former eligible participants of Atlantic Aviation and MGS) for the quarter ended March 31, 2021.

Accumulated Other Comprehensive Loss, net of taxes

The following represents the changes and balances to the components of accumulated other comprehensive loss, net of taxes, for the quarter ended March 31, 2022 and 2021 ($ in thousands):

	Post-Retirement Benefit Plans, net of taxes		Total Unitholders’ Accumulated Other Comprehensive Loss, net of taxes
Balance on December 31, 2020	$	(6,175)	$	(6,175)
Balance on March 31, 2021	$	(6,175)	$	(6,175)
Balance on December 31, 2021	$	(5,106)	$	(5,106)
Balance on March 31, 2022	$	(5,106)	$	(5,106)