XML 34 R17.htm IDEA: XBRL DOCUMENT v3.20.4
Partners' Equity and Equity-Based Compensation
12 Months Ended
Dec. 31, 2020
Partners' Capital Notes [Abstract]  
Partners' Equity and Equity-Based Compensation Partners' Equity and Equity-Based Compensation:
Special L.P. Interests
In accordance with the Partnership Agreement, certain partners were allocated $5.3 million of 1987 and 1988 taxable income (without any related cash distributions) for which they received Special L.P. Interests. The Special L.P. Interests do not participate in cash distributions and have no voting rights. However, the holders of Special L.P. Interests will receive in the aggregate $5.3 million upon liquidation of the Partnership.

Equity-Based Incentive Plan
The 2016 Omnibus Incentive Plan was approved by our unitholders in June 2016 and allows the awarding of up to 2.8 million unit options and other forms of equity as determined by the Compensation Committee of the Board of Directors as an element of compensation to senior management and other key employees. The 2016 Omnibus Incentive Plan superseded the 2008 Omnibus Incentive Plan which was approved by our unitholders in May 2008 and allowed the awarding of up to 2.5 million unit options and other forms of equity. Outstanding awards under the 2008 Omnibus Incentive Plan continue to be in effect and are governed by the terms of that plan. The 2016 Omnibus Incentive Plan provides an opportunity for officers, directors, and eligible persons to acquire an interest in the growth and performance of our units and provides employees annual and long-term incentive awards as determined by the Board of Directors. Under the 2016 Omnibus Incentive Plan, the Compensation Committee of the Board of Directors may grant unit options, unit appreciation rights, restricted units, performance awards, other unit awards, cash incentive awards and unrestricted unit awards. The awards granted by the Compensation Committee fall into two categories, Awards Payable in Cash or Equity, and Awards Payable in Equity. The impact of these awards is more fully described below.

Equity-based compensation expense recognized in the consolidated statements of operations and comprehensive (loss) income within "Selling, General and Administrative Expense" for the applicable periods was as follows:
Years Ended December 31,
(In thousands)
2020 (1)
20192018
Awards Payable in Cash or Equity
Deferred units$(588)$611 $(266)
Awards Payable in Equity
Performance units(5,270)5,535 5,413 
Restricted units5,061 6,375 5,830 
Total equity-based compensation expense$(797)$12,521 $10,977 

(1)    The market value of our deferred unit awards and the anticipated payout of our annual performance unit awards decreased due to the effects of the COVID-19 pandemic resulting in expense reversed during the year ended December 31, 2020.
Awards Payable in Cash or Equity

Deferred Units
(In thousands, except per unit amounts)Number of UnitsWeighted Average Grant Date Fair Value Per Unit
Outstanding deferred units at December 31, 201949 $54.16 
Granted (1)
$43.98 
Forfeited— — 
Settled(11)$55.10 
Outstanding deferred units at December 31, 202046 $52.07 

(1) Includes 3 distribution-equivalent units

Deferred unit awards vest over a one-year period and the settlement of these units is deferred until the individual's service to the Partnership ends. The deferred units begin to accumulate distribution-equivalents upon vesting and are paid when the restriction ends. The effect of outstanding deferred unit awards has been included in the diluted earnings per unit calculation for the years ended December 31, 2019 and 2018, as a portion of the awards are expected to be settled in limited partnership units. As of December 31, 2020, the market value of the deferred units was $1.8 million, was classified as current and was recorded within "Other accrued liabilities" within the consolidated balance sheet. As of December 31, 2020, there was no unamortized expense related to unvested deferred unit awards as all units were fully vested.

Awards Payable in Equity

Performance Units
(In thousands, except per unit amounts)Number of UnitsWeighted Average Grant Date Fair Value Per Unit
Unvested performance units at December 31, 2019395 $56.36 
Granted (1)
98 $32.98 
Forfeited(315)$55.96 
Vested(97)$57.61 
Unvested performance units at December 31, 202081 $27.92 

(1) Includes 16 forfeitable distribution-equivalent units

As of December 31, 2020, our annual performance unit awards are not anticipated to payout due to the effects of the COVID-19 pandemic. The number of performance units issuable under the annual performance unit awards are contingently based upon certain performance targets over a three-year vesting period. The annual performance awards and the related forfeitable distribution-equivalent units generally are paid out in the first quarter following the performance period in limited partnership units. The effect of these types of outstanding performance unit awards, for which the performance conditions had been met, have been included in the diluted earnings per unit calculation for the years ended December 31, 2019 and 2018.

In 2020, 80,542 performance-based other units were awarded to incentivize optimal executive performance in light of the effects of the COVID-19 pandemic (the "COVID-19 performance-based other units"). The number of COVID-19 performance-based other units issuable are contingently based upon the level of attainment of various performance objectives over a six-month period with the awards payable in limited partnership units following the one-year anniversary of the six-month performance period. The COVID-19 performance-based other unit awards do not earn distribution-equivalent units.
As of December 31, 2020, unamortized compensation expense related to unvested performance unit awards was $1.5 million, which is expected to be amortized over a weighted average period of 1.0 year and represent the COVID-19 performance-based other units. The fair value of the performance units is based on the unit price the day before the date of grant. We assess the probability of the performance targets being met and may reverse prior period expense or recognize additional expense accordingly.
Restricted Units
(In thousands, except per unit amounts)Number of UnitsWeighted Average Grant Date Fair Value Per Unit
Unvested restricted units at December 31, 2019310 $57.07 
Granted33 $46.56 
Forfeited(1)$58.35 
Vested(123)$58.36 
Unvested restricted units at December 31, 2020219 $54.77 

The majority of our annual restricted unit awards vest evenly over a three-year period. However, as of December 31, 2020, 88,072 units outstanding vest following a three-year cliff vesting period. Restrictions on our restricted unit awards lapse upon vesting. During the vesting period for restricted unit awards, the units accumulate forfeitable distribution-equivalents, which, when the units are fully vested, are payable in cash. As of December 31, 2020, the amount of forfeitable distribution equivalents accrued totaled $0.9 million; $0.6 million of which was classified as current and recorded within "Other accrued liabilities" within the consolidated balance sheet and $0.4 million of which was classified as non-current and recorded within "Other Liabilities".

As of December 31, 2020, unamortized compensation expense, determined as the market value of the units on the day before the date of grant, related to unvested restricted unit awards was $4.8 million, which is expected to be amortized over a weighted average period of 1.7 years.

Unit Options
(In thousands, except per unit amounts)Unit OptionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeAggregate Intrinsic Value
Options outstanding at December 31, 2019362 $34.49 
Exercised(4)$29.53 
Forfeited(6)$36.95 
Options outstanding at December 31, 2020352 $34.50 
Options exercisable, end of year352 $34.50 1.8 years$1,703 

Unit options are issued with an exercise price no less than the market closing price of the Partnership's units on the day before the date of grant. Outstanding unit options vest over three years and have a maximum term of ten years. As of December 31, 2020, we had 352,136 fixed-price unit options outstanding under the 2008 Omnibus Incentive Plan. No options have been granted under the 2016 Omnibus Incentive Plan.

The range of exercise prices of unit options outstanding was $29.53 to $36.95 as of December 31, 2020. The total intrinsic value of unit options exercised during the years ended December 31, 2020, 2019 and 2018 was $0.0 million, $0.1 million, and $0.2 million, respectively.

We have a policy of issuing limited partnership units from treasury to satisfy unit option exercises and we expect our treasury unit balance to be sufficient for 2021 based on estimates of unit option exercises for that period.