Unitholders’ Equity | Unitholders’ Equity Classes of Equity The Company is authorized to issue (i) 500,000,000 common units, (ii) 100 special units, and (iii) 100,000,000 preferred units. On December 31, 2021, the Company had 88,343,762 common units issued and outstanding and 100 special units issued to its Manager and outstanding. There was no preferred units issued or outstanding on December 31, 2021. Each outstanding common unit of the Company is entitled to one vote on any matter with respect to which holders of units are entitled to vote. The sole purpose for the special units was to preserve the Manager’s right to appoint one director to serve as the chairman of the Board. The special units is not listed on any stock exchange and is non-transferable. Holders of special units are not entitled to any dividends or to share in any distribution of assets upon the liquidation or dissolution of the Company. Distributions The Company’s Board have made or declared the following distributions during 2021, 2020, and 2019: Declared Period $ Record Payable September 23, 2021 (1) $ 37.386817 October 4, 2021 October 7, 2021 December 23, 2020 (2) 11.00 January 5, 2021 January 8, 2021 February 14, 2020 Fourth quarter 2019 1.00 March 6, 2020 March 11, 2020 October 29, 2019 Third quarter 2019 1.00 November 11, 2019 November 14, 2019 July 30, 2019 Second quarter 2019 1.00 August 12, 2019 August 15, 2019 April 29, 2019 First quarter 2019 1.00 May 13, 2019 May 16, 2019 February 14, 2019 Fourth quarter 2018 1.00 March 4, 2019 March 7, 2019 (1) One-time distribution declared and paid out of the proceeds from the AA Transaction. Units of MIH traded with "due bills" attached through October 7, 2021 and traded ex-distribution on October 8, 2021. (2) Special dividend declared and paid out of the proceeds from the IMTT Transaction. Units of MIH traded with “due-bills” attached through January 8, 2021 and traded ex-dividend on January 11, 2021. As a result of the completion of and distribution of certain proceeds from the AA Transaction in September 2021 and the signing of the Merger in June 2021, the Company does not expect to pay further distributions. The distributions paid have been recorded as a reduction to Common Units Paid in Capital in the unitholders’ equity section of the consolidated balance sheets. The one-time distribution declared and paid out of the proceeds from the AA Transaction was recorded as a reduction to Retained Earnings in the unitholders' equity section of the consolidated balance sheets. 2014 Independent Directors Equity Plan ("2014 Plan") In 2014, MIC adopted, and MIC’s stockholders approved, the 2014 Plan to replace the 2004 Independent Directors Equity Plan, which expired in December 2014. The purpose of this plan is to promote the long-term growth and financial success of the Company by attracting, motivating, and retaining independent directors of outstanding ability. Only the Company’s independent directors may participate in the 2014 Plan. The only type of award that may be granted under the 2014 Plan is an award of director shares. Each share is an unsecured promise to transfer one share on the settlement date, subject to satisfaction of the applicable terms and conditions. During the quarter ended June 30, 2021, the number of units available under the 2014 Plan was increased by 70,668 in accordance with the terms of the Plan as a result of the special dividend paid in connection with the IMTT Transaction. The maximum number of units available for issuance under the 2014 Plan is 370,668 units, of which 227,832 units remained available for issuance on December 31, 2021. Subsequent to December 31, 2021, the number of units available under the 2014 Plan was increased to 2,481,999 in accordance with the terms of the Plan as a result of the one-time distribution paid in connection with the AA Transaction. The aggregate grant date fair value of awards granted to an independent director during any single fiscal year (excluding awards made at the election of the independent director in lieu of all or a portion of annual and committee cash retainers) may not exceed $350,000. The 2014 Plan does not provide a formula for the determination of awards and the Compensation Committee will have the authority to determine the size of all awards under the 2014 Plan, subject to the limits on the number of director share units that may be granted annually. Since 2019, the Company has granted and issued the following stock to the Board under the 2014 Plan: Date of Units Grant Date Fair Value Date of May 15, 2019 21,390 $ 42.01 May 13, 2020 May 14, 2020 32,112 27.43 May 11, 2021 March 9, 2021 (1) 12,024 30.48 May 11, 2021 May 19, 2021 25,974 34.90 September 23, 2021 (2) (1) Represents additional restricted stock unit grants to independent directors to preserve the economic value of the unvested grants after giving effect to the special dividend made in connection with the IMTT Transaction. (2) These director share units fully vested as a result of the AA Transaction, which constituted a change in control as defined in the 2014 Plan. Compensation expense related to the director share units was $1.3 million, $880,000, and $963,000 in 2021, 2020 and 2019, respectively. 2016 Omnibus Employee Incentive Plan ("2016 Plan") On May 18, 2016, the Company adopted the 2016 Plan. The 2016 Plan provides for the issuance of equity awards to attract, retain, and motivate employees, consultants, and others who perform services for the Company and its subsidiaries. Under the 2016 Plan, the Compensation Committee determines the persons who will receive awards, the time at which they are granted, and the terms of the awards. Type of awards include stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards, and other stock-based awards. Common units underlying forfeited awards are available for future grants. On March 28, 2019, the Company’s Board adopted Amendment No. 1 to the 2016 Plan (the "Amendment"), which was approved in May 2019 by the Company’s unitholders at the 2019 Annual Meeting of Shareholders. The Amendment, among other things, increased the number of common units available for grant under the 2016 Plan from 500,000 to 1,500,000. Subsequent to December 31, 2021, the number of units available increased to 19,259,340 in accordance with the term of the 2016 Plan as a result of the special dividend paid in connection with the IMTT Transaction and the one-time distribution in connection with the AA Transaction. In connection with the reorganization, MIH assumed all obligations under MIC’s stock incentive plans. All rights of participants to acquire shares of common stock of MIC under the stock incentive plans converted into rights to acquire common units of MIH in accordance with the terms of the Stock Incentive Plans. Short-Term Incentive Plan ("STIP") for MIH Operating Businesses — Restricted Stock Units ("RSUs") During the quarter ended March 31, 2019, the Company established the STIP to provide cash and stock-based incentives to eligible employees of its operating businesses under the Company’s 2016 Plan. In general, the cash component comprises approximately 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 represents unvested STIP RSU grants through December 31, 2021: STIP Grants Number of RSUs Weighted Average Grant-Date Fair Value Unvested balance on December 31, 2019 — $ — Granted 55,661 24.50 Forfeited (1,468) 24.50 Vested (1) (19,566) 32.57 Unvested balance on December 31, 2020 34,627 $ 24.50 Granted (2) 286,013 4.89 Forfeited (215) 24.92 Vested (3) (68,776) 31.03 Unvested balance on December 31, 2021 251,649 $ 2.49 (1) As a result of the IMTT Transaction, the Company's Compensation Committee and Board approved the accelerated vesting of the STIP RSU grants for eligible employees of IMTT. (2) 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. (3) As a result of the AA Transaction, the Company's Compensation Committee and Board approved the accelerated vesting of the STIP RSU grants for eligible employees of Atlantic Aviation and MIC Global Services ("MGS"). These RSUs were fully vested on September 23, 2021. On December 31, 2021, the grant date fair value of the unvested awards was $628,000, and is expected to be recognized over a weighted-average period of 1.0 year. Compensation expense related to the STIP RSUs was $2.1 million and $1.1 million for 2021 and 2020, respectively (which includes the former eligible participants of IMTT, Atlantic Aviation, and MGS). No compensation expense related to the STIP RSUs was recorded in 2019. As a result of the IMTT Transaction, the Company's Compensation Committee and Board of Directors approved an accelerated vesting of STIP RSU grants relating to former eligible employees of IMTT. These RSUs were fully vested in common units on December 23, 2020. This acceleration changed the terms of the vesting conditions and are therefore treated as modifications in accordance with ASC 718, Stock Based Compensation. This resulted in $398,000 of additional compensation expense recorded in discontinued operations during 2020. As a result of the AA Transaction, the Company's Compensation Committee and Board of Directors approved an accelerated vesting of STIP RSU grants relating to former eligible employees of Atlantic Aviation and MGS. These RSUs were fully vested in common units on September 23, 2021. This acceleration changed the terms of the vesting conditions and are therefore treated as modifications in accordance with ASC 718, Stock Based Compensation. This resulted in $965,000 of additional compensation expense recorded in discontinued operations during 2021. From time to time, the Company can issue RSUs to award or retain employees, or to attract new employees, or 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 represents unvested Special RSUs granted through December 31, 2021: Special RSU Grants Number of RSUs Weighted Average Grant-Date Fair Value Unvested balance on December 31, 2019 6,067 $ 40.30 Granted 4,602 23.50 Vested (5,702) 26.74 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, $152,000, and insignificant for 2021, 2020, and 2019, respectively. Long-Term Incentive Plan ("LTIP") for MIH Operating Businesses — Performance Stock Units ("PSUs") During the quarter ended March 31, 2019, the Company established the LTIP pursuant to which it may make stock-based incentive awards to eligible employees of its operating businesses. The awards would 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 at the end of the third year of the program, the Company may award the PSUs. The following represents unvested LTIP grants through December 31, 2021 at the target level of performance: LTIP Grants (at Target) Number of PSUs Weighted Average Grant-Date Fair Value Unvested balance on December 31, 2019 125,194 $ 39.62 Forfeited (18,965) 39.70 Vested (1) (34,708) 39.88 Unvested balance on December 31, 2020 71,521 $ 39.47 Granted (2) 1,205,242 5.73 Forfeited (3) (86,384) 31.39 Vested (3) (135,493) 37.93 Unvested balance on December 31, 2021 1,054,886 $ 2.76 (1) As a result of the IMTT Transaction, the Company's Compensation Committee and Board approved the accelerated vesting of the LTIP PSU grants for former eligible employees of IMTT. (2) 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. (3) 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. On December 31, 2021, depending upon actual performance, the number of PSUs to be issued will vary from zero to 1,846,051, net of forfeitures. On December 31, 2021, the grant date fair value of the unvested awards was $2.9 million, reflecting target performance by all participants. In 2021, 2020, and 2019, the Company recognized $5.7 million, $2.1 million and $911,000 (which includes the former eligible participants of IMTT, Atlantic Aviation, and MGS), respectively, of compensation expense related to the LTIP. On December 31, 2021, the unrecognized compensation cost related to unvested PSU awards was approximately $1.3 million at target level performance. If target level performance is achieved, the unrecognized cost is expected to be recognized over a weighted-average period of 1.4 years. As a result of the IMTT Transaction, the Company's Compensation Committee and Board of Directors approved an accelerated vesting of LTIP PSU grants relating to former eligible employees of IMTT. These PSUs were vested prorated in shares on December 23, 2020. This acceleration changed the terms of the vesting conditions and are therefore treated as modifications in accordance with ASC 718 . As a result, the participants forfeited 13,549 shares and decreased future compensation expense by $540,000. As a result of the AA Transaction, the Company's Compensation Committee and Board of Directors approved an accelerated vesting of LTIP PSU grants relating to former eligible employees of Atlantic Aviation and MGS. These PSUs were fully vested in common units on September 23, 2021. This acceleration changed the terms of the vesting conditions and are therefore treated as modifications in accordance with ASC 718, Stock Based Compensation. As a result, the participants forfeited 85,962 shares and decreased future compensation expense by $1.7 million. Accumulated Other Comprehensive Loss, net of taxes The following represents the changes and balances to the components of accumulated other comprehensive loss, net of taxes, during 2021, 2020, and 2019 ($ in thousands): Post-Retirement Benefit Plans, net of taxes (1) Translation Adjustment, net of taxes (2) Total Balance on December 31, 2018 $ (15,622) $ (14,649) $ (30,271) Change in post retirement benefit plans (8,533) — (8,533) Translation adjustment — 1,932 1,932 Balance on December 31, 2019 $ (24,155) $ (12,717) $ (36,872) Change in post-retirement benefit plans (15,723) — (15,723) Translation adjustment — 1,141 1,141 Reclassification to net income (loss) due to sale of business (3) 33,703 11,576 45,279 Balance on December 31, 2020 $ (6,175) $ — $ (6,175) Change in post-retirement benefit plans 1,075 — 1,075 Reclassification to net income (loss) due to sale of business (3) (6) — (6) Balance on December 31, 2021 $ (5,106) $ — $ (5,106) (1) Change in post-retirement benefit plans is presented net of tax benefit of $375,000, $6.1 million, and $3.4 million in 2021, 2020 and 2019, respectively. (2) Translation adjustment is presented net of tax expense of $444,000 and $751,000 in 2020 and 2019, respectively. |