Quarterly report pursuant to Section 13 or 15(d)

Treasury Stock and Share Based Awards

v3.22.2.2
Treasury Stock and Share Based Awards
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Treasury Stock and Share Based Awards
10.
Treasury Stock and Share Based Awards

Treasury Stock - Holdings

Treasury stock represents shares of common stock repurchased or withheld by Holdings and not yet retired. The Company has applied the cost method in recording its treasury shares. Below is a summary of treasury stock activity for the nine months ended September 30, 2022:

 

 

Number of

 

 

 

 

 

 

Treasury

 

 

 

 

 

 

Shares

 

 

Cost

 

Balance at January 1, 2022

 

 

5.35

 

 

$

91.1

 

Restricted stock withholdings (1)

 

 

0.24

 

 

 

4.1

 

Restricted stock forfeitures

 

 

0.07

 

 

 

 

Balance at September 30, 2022

 

 

5.66

 

 

$

95.2

 

(1)
Holdings withheld shares as a result of the election by certain employees to satisfy their tax liabilities upon vesting of restricted stock and restricted stock units. Holdings determined the number of shares to be withheld based upon market values of the common stock of Holdings on the vest dates, which ranged from $15.18 to $18.33 per share.

As of September 30, 2022, Holdings had no plans to retire any shares of treasury stock.

Restricted Stock

Below is a summary of restricted stock activity for the nine months ended September 30, 2022:

 

 

Shares of

 

 

Weighted
Average

 

 

 

Restricted

 

 

Grant Date

 

 

 

Stock

 

 

Fair Value

 

Outstanding at January 1, 2022

 

 

2.00

 

 

$

21.73

 

Granted

 

 

0.88

 

 

$

16.40

 

Vested

 

 

(0.90

)

 

$

19.00

 

Forfeited

 

 

(0.07

)

 

$

18.80

 

Outstanding at September 30, 2022

 

 

1.91

 

 

$

20.66

 

Unvested restricted stock at September 30, 2022

 

 

1.91

 

 

$

20.66

 

 

 

 

Nine Months Ended
September 30,

 

 

 

2022

 

 

2021

 

Compensation expense recognized during the period

 

 

 

 

 

 

CUSA employees

 

$

11.3

 

 

$

13.1

 

Holdings directors

 

 

0.7

 

 

 

0.7

 

Total recognized by Holdings

 

$

12.0

 

 

$

13.8

 

 

 

 

 

 

 

 

Fair value of vested restricted stock held by:

 

 

 

 

 

 

CUSA employees

 

$

14.6

 

 

$

1.2

 

Holdings directors

 

 

0.6

 

 

 

1.3

 

Holdings total

 

$

15.2

 

 

$

2.5

 

 

 

 

 

 

 

 

Income tax benefit (cost) related to vested restricted stock held by:

 

 

 

 

 

 

CUSA employees

 

$

2.4

 

 

$

(0.4

)

Holdings directors

 

 

0.1

 

 

 

0.3

 

Holdings total income tax benefit (cost)

 

$

2.5

 

 

$

(0.1

)

 

During the nine months ended September 30, 2022, Holdings granted 0.88 shares of its restricted stock to certain CUSA employees and its directors. The fair value of the restricted stock granted was determined based on the closing price of Holdings' common stock on the grant dates, which ranged from $13.36 to $17.07 per share. Holdings assumed forfeiture rates for the restricted stock awards that ranged from 0% to 12%. The restricted stock granted during the nine months ended September 30, 2022 vests over periods ranging from one to three 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 September 30, 2022, the estimated remaining unrecognized compensation expense related to unvested restricted stock awards was as follows:

 

 

Estimated

 

 

 

Remaining

 

 

 

Expense

 

CUSA employees (1)

 

$

23.0

 

Holdings directors

 

 

0.8

 

Total remaining - Holdings (1)

 

$

23.8

 

(1)
The weighted average period over which this remaining compensation expense will be recognized by both Holdings and CUSA is approximately 2 years.

Restricted Stock Units

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

 

 

Nine Months Ended September 30,

 

 

 

2022

 

 

2021

 

Number of restricted stock units that vested during the period

 

 

0.10

 

 

 

0.01

 

Fair value of restricted stock units that vested during the period

 

$

1.7

 

 

$

0.3

 

Accumulated dividends paid upon vesting of restricted stock units

 

$

0.3

 

 

$

0.1

 

Compensation expense recognized during the period

 

$

4.2

 

 

$

2.8

 

Income tax benefit (cost) related to restricted stock units

 

$

0.1

 

 

$

(0.5

)

During the nine months ended September 30, 2022, Holdings granted performance awards in the form of restricted stock units. The maximum number of shares issuable under the performance awards is 0.8 shares of Holdings' 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 Holdings' 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 Holdings if, and at the time that, the restricted stock unit awards vest.

When the performance awards were issued, the 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 Holdings' 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. Based on updated performance expectations, the Company determined that the maximum performance level was more likely to be achieved. The Company recorded incremental compensation expense of approximately $0.6 related to the change in estimated performance level during the nine months ended September 30, 2022.

As of September 30, 2022, the estimated remaining unrecognized compensation expense related to outstanding restricted stock units was $12.0. The weighted average period over which this remaining compensation expense will be recognized is approximately two years. As of September 30, 2022, Holdings had restricted stock units outstanding that represented a total of 1.0 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 as discussed above, adjusted for estimated forfeitures.