Controladora Vuela Compania de Aviacion, S.A.B. de C.V. | CIK:0001520504 |

 

17.  Share-based payments

 

a)  LTRP

 

On November 6, 2014, the shareholders of the Company and the shareholders of its subsidiary Servicios Corporativos, approved an amendment to the current LTRP for the benefit of certain key employees, based on the recommendations of the Board of Directors of the Company at its meetings held on July 24 and August 29, 2014. For such purposes on November 10, 2014 an irrevocable Administrative Trust was created by Servicios Corporativos and the key employees. The new plan was restructured and named LTIP, which consists of a share purchase plan (equity-settled transaction) and SARs plan (cash settled).

 

b)  LTIP

 

 Share purchase plan (equity-settled)

 

Under the share purchase plan (equity- settled), in November 2014 certain key employees of the Company were granted with a special bonus by an amount of Ps.10,831, to be used to purchase Company’s shares. The plan consisted in:

 

 

 

 

 

 

As the Administrative Trust is controlled and therefore consolidated by Controladora, shares purchased in the market and held within the Administrative Trust are presented for accounting purposes as treasury stock in the consolidated statement of changes in equity.

 

In November 2017, April and October 2016, extensions to the LTIP were approved by the Company’s shareholder’s and Company’s Board of Directors, respectively. The total cost of the extensions approved were Ps.15,765 (Ps.10,108 net of withheld taxes), Ps.14,532 (Ps.9,466 net of withheld taxes) and Ps.11,599 (Ps.7,559 net of withheld taxes), respectively. Under the terms of the incentive plan, certain key employees of the Company were granted a special bonus that was transferred to the Administrative Trust for the acquisition of Series A shares of the Company.

 

As of December 31, 2017 and 2016, the number of shares into the Administrative Trust associated with the Company’s share purchase payment plans is as follows:

 

 

*These shares are presented as treasury shares in the consolidated statement of financial position as of December 31, 2017 and 2016.

 

The vesting period of the shares granted under the Company’s share purchase plans is as follows:

 

 

In accordance with IFRS 2, the share purchase plans are classified as equity-settled transactions on the grant date. This valuation is the result of multiplying the total number of Series A shares deposited in the Administrative Trust and the price per share, plus the balance in cash deposited in the Administrative Trust.

 

For the years ended December 31, 2017, 2016 and 2015, the compensation expense recorded in the consolidated statement of operations amounted to Ps.13,508, Ps.7,816 and Ps.6,018, respectively.

 

All shares held in the Administrative Trust are considered outstanding for both basic and diluted (loss) earnings per share purposes, since the shares are entitled to a dividend if and when declared by the Company.

 

During 2016, some key employees left the Company; therefore, the vesting conditions were not fulfilled. In accordance with the terms of the plan, Servicios Corporativos is entitled to receive the proceeds of the sale of such shares, the number of forfeited shares as of December 31, 2016 were (86,419).

 

 SARs (cash settled)

 

On November 6, 2014, the Company granted 4,315,264 SARs to key employees that entitle them to a cash payment and vest as long as the employee continues to be employed by the Company at the end of each anniversary, during a 3 year period. The total amount of the appreciation rights granted under this plan at the grant date was Ps.10,831 at such date.

 

Under the LTIP extensions, the number of SARs granted to certain key executives of the Company were 3,965,351, 2,044,604 and 1,793,459, which amounts to Ps.15,765, Ps.14,532 and Ps.11,599, for the years ended December 31, 2017, 2016 and 2015, respectively. The SARs vest as long as the employee continues to be employed by the Company at the end of each anniversary, during a 3 years period.

 

Fair value of the SARs is measured at each reporting date. The carrying amount of the liability relating to the SARs as of December 31, 2017 and 2016 was Ps.723 and Ps.15,744, respectively. The compensation cost is recognized in the consolidated statement of operations under the caption of salaries and benefits over the service period. During the years ended December 31, 2017, 2016 and 2015, the Company recorded a (benefit) expense of Ps.(8,999), Ps.31,743 and Ps.44,699, respectively, in the consolidated statement of operations.

 

The fair value of these SARs is estimated at the grant date and at each reporting date using the Black-Scholes option pricing model, taking into account the terms and conditions on which the SARs were granted (vesting schedule in tables below).

 

 

During the years ended December 31, 2017, 2016 and 2015, the Company made a cash payment to key employees related to the SARs plan in the amount of Ps.6,021, Ps.31,261 and Ps.31,090, respectively. Such payments were determined based on the increase in the share price of the Company from the grant date to the exercisable date.

 

c)  MIP

 

 MIP I

 

In April 2012, the Board of Directors authorized a MIP for the benefit of certain key employees, subject to shareholders’ approval. On December 21, 2012, the shareholders approved the MIP consisting of: (i) the issuance of an aggregate of 25,164,126 Series A and Series B shares, representing 3.0% of the Company’s fully diluted capital stock; (ii) a grant of options to acquire shares of the Company or CPOs having shares as underlying securities for which, as long as certain conditions occur, the employees will have the right to request the delivery of those shares, (iii) the creation of an Administrative Trust to deposit such shares in escrow until they are delivered to the officers or returned to the Company in the case that certain conditions do not occur; and (iv) the execution of share sale agreements setting forth the terms and conditions upon which the officers may exercise its shares at Ps.5.31 (five Mexican pesos 31/100) per share.

 

On December 24, 2012, the Administrative Trust was created and the share sale agreements were executed. On December 27, 2012, the trust borrowed Ps.133,723 from the Company and immediately after; the trust paid the Company the same amount borrowed as purchase price for the shares.

 

The share sale agreements provide that the officers may pay for the shares at the same price upon the occurrence of either an initial public offering of the Company’s capital stock or a change of control and as long as they remain employees until the options are exercised, with a maximum term of ten years. Upon payment of the shares by the officers to the Management Trust, it has to pay such amount back to the Company as repayment of the loan, for which the Company charges no interest.

 

The MIP has been classified as equity-settled, by which, the grant date, fair value is fixed and is not adjusted by subsequent changes in the fair value of capital instruments. Equity-settled transactions are measured at fair value at the date the equity benefits are conditionally granted to employees. The total cost of the MIP determined by the Company was Ps.2,722 to be recognized from the time it becomes probable the performance condition will be met over the vesting period. During 2015, the Company recorded Ps.327, as the final cost of the MIP related to the vested shares, in the consolidated statements of operations.

 

This cost was determined by using the improved Binomial valuation model from Hull and White, on the date in which the plan had already been approved by the shareholders and a shared understanding of the terms and conditions of the plan was reached with the employees (December 24, 2012, defined as the grant date), with the following assumptions:

 

 

The expected volatility reflects the assumption that the historical volatility of comparable companies is indicative of future trends, which may not necessarily be the actual outcome.

 

Under the methodology followed by the Company, at the grant date and December 31, 2012, the granted shares had no positive intrinsic value.

 

In 2017, the key employees exercised 120,000 Series A shares. In 2016, the key employees exercised 3,299,999 Series A shares. As a result, the key employees paid Ps.638 and Ps.17,536, for the years ended December 31, 2017 and 2016, respectively, to the Management Trust corresponding to the exercised shares. Thereafter, the Company received from the Management Trust the payment related to the exercised shares by the key employees as a repayment of the loan between the Company and the Management Trust.

 

Movements in share options

 

The following table illustrates the number of shares options and fixed exercise prices during the year:

 

 

At December 31, 2017 and 2016, 12,437,857 and 12,557,857 share options pending to exercise were considered as treasury shares, respectively.

 

  MIP II

 

On February 19, 2016, the Board of Directors of the Company authorized an extension to the MIP for certain key employees. Such extension was modified as of November 6, 2016. Under MIP II, 13,536,960 share appreciation rights of our Series A shares were granted to be settled annually in cash in a period of five years in accordance with the established service conditions. In addition, a five year extension to the period in which the employees can exercise MIP II once the SARs are vested was approved.

 

Fair value of the SARs is measured at each reporting period using a Black-Scholes option pricing model, taking into consideration the terms and conditions granted to the employees. The amount of the cash payment is determined based on the increase in our share price between the grant date and the settlement date.

 

The carrying amount of the liability relating to the SARs as of December 31, 2017 and 2016 was Ps.37,858 and Ps.54,357, respectively. The compensation cost is recognized in the consolidated statement of operations under the caption of salaries and benefits over the service period.  During the years ended December 31, 2017 and 2016, the Company recorded a (benefit) expense of Ps.(16,499) and Ps.54,357, respectively, in the consolidated statement of operations. No SARs were exercised during 2017. The vesting schedule is summarized in the table below:

 

 

d) The (benefit) expense recognized for the Company’s retention plans during the year is shown in the following table: