Quarterly report pursuant to Section 13 or 15(d)

Treasury Stock and Share Based Awards

v3.22.1
Treasury Stock and Share Based Awards
3 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Treasury Stock and Share Based Awards
11.
Treasury Stock and Share Based Awards

Treasury Stock

Treasury stock represents shares of common stock repurchased or withheld by the Company and not yet retired. The Company has applied the cost method in recording its treasury shares. Below is a summary of the Company’s treasury stock activity for the three months ended March 31, 2022:

 

 

Number of

 

 

 

 

 

 

Treasury

 

 

 

 

 

 

Shares

 

 

Cost

 

Balance at January 1, 2022

 

 

5.35

 

 

$

91.1

 

Restricted stock withholdings (1)

 

 

0.09

 

 

 

1.6

 

Restricted stock forfeitures

 

 

0.03

 

 

 

 

Balance at March 31, 2022

 

 

5.47

 

 

$

92.7

 

(1)
The Company withheld restricted shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting in restricted stock and restricted stock units with shares. The Company determined the number of shares to be withheld based upon market values on the vest dates, which ranged from $16.37 to $17.51 per share.

As of March 31, 2022, the Company had no plans to retire any shares of treasury stock.

Restricted Stock

Below is a summary of restricted stock activity for the three months ended March 31, 2022:

 

 

Shares of

 

 

Weighted
Average

 

 

 

Restricted

 

 

Grant Date

 

 

 

Stock

 

 

Fair Value

 

Outstanding at January 1, 2022

 

 

2.00

 

 

$

21.73

 

Granted

 

 

0.74

 

 

$

16.64

 

Vested

 

 

(0.33

)

 

$

30.59

 

Forfeited

 

 

(0.03

)

 

$

19.99

 

Outstanding at March 31, 2022

 

 

2.38

 

 

$

18.96

 

Unvested restricted stock at March 31, 2022

 

 

2.38

 

 

 

 

 

 

 

Three Months Ended
March 31,

 

 

 

2022

 

 

2021

 

Compensation expense recognized during the period

 

$

4.2

 

 

$

4.2

 

Fair value of restricted shares that vested during the period

 

$

5.6

 

 

$

1.2

 

Income tax benefit (cost) related to restricted stock awards

 

$

0.8

 

 

$

(0.1

)

 

During the three months ended March 31, 2022, the Company granted 0.74 shares of its restricted stock to its employees. The fair value of the restricted stock granted was determined based on the closing price of the Company’s common stock, which ranged from $15.10 to $16.65 per share. The Company assumed forfeiture rates for the restricted stock awards that ranged from 0% to 10%. The restricted stock granted during the three months ended March 31, 2022 vest over periods ranging from one to four years. The recipients of restricted stock are entitled to receive non-forfeitable dividends and to vote their respective shares, however, the sale and transfer of the restricted shares is prohibited during the restriction period.

As of March 31, 2022, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was $30.0 and the weighted average period over which this remaining compensation expense will be recognized is approximately two years.

Restricted Stock Units

Below is a summary of restricted stock unit activity for the periods presented:

 

 

Three Months Ended March 31,

 

 

 

2022

 

 

2021

 

Number of restricted stock unit awards that vested during the period

 

 

0.10

 

 

 

0.01

 

Fair value of restricted stock unit awards that vested during the period

 

$

1.7

 

 

$

0.3

 

Accumulated dividends paid upon vesting of restricted stock unit awards

 

$

0.3

 

 

$

0.1

 

Compensation expense recognized during the period

 

$

0.9

 

 

$

0.5

 

Income tax benefit (cost) related to stock unit awards

 

$

0.3

 

 

$

(0.1

)

During the three months ended March 31, 2022, the Company granted performance awards in the form of restricted stock units. The maximum number of shares issuable under the performance awards is 0.80 shares of common stock. The performance metrics for these awards are based upon the achievement of pre-established criteria that consists of revenue and consolidated cash flows as defined in the award agreement. The performance measurement period for these performance awards is one year with an additional service requirement to the third anniversary of the date of grant. Each performance target underlying the performance award has a threshold, target and maximum level, with the maximum level equal to 175% of the target award. If the performance metrics meet the threshold level, approximately 29% of the maximum restricted stock units vest. If the performance metrics for the one-year period are at target, approximately 57% of the maximum restricted stock units vest. If the performance metrics are at the maximum, 100% of the maximum restricted stock units vest. Grantees are eligible to receive a ratable portion of the common stock issuable if the achievement of the performance goals is within the targets previously noted. All restricted stock units granted during 2022 will be paid in the form of common stock if the participant continues to provide services through the third anniversary of the grant date. Restricted stock unit award participants are eligible to receive dividend equivalent payments from the grant date to the extent declared by the Company if, and at the time that, the restricted stock unit awards vest.

Company estimated that the most likely outcome is the achievement of the target level. The fair value of the restricted stock unit awards was determined based on the closing price of the Company’s common stock on the date of grant, which was $16.65 per share. The Company assumed a forfeiture rate of 5% for the restricted stock unit awards. If during the service period, additional information becomes available to lead the Company to believe a different achievement level will be reached for the one-year performance period, the Company will reassess the number of units that are expected to vest for the grant and adjust its compensation expense accordingly over the remaining service period.

As of March 31, 2022, the estimated remaining unrecognized compensation expense related to outstanding restricted stock unit awards was $10.3. The weighted average period over which this remaining compensation expense will be recognized is approximately two years. As of March 31, 2022, the Company had restricted stock units outstanding that represented a total of 1.1 hypothetical shares of common stock, net of forfeitures, reflecting actual certified performance levels for restricted stock units granted during 2019 and 2020 and the maximum performance level for the 2022 grant discussed above.