Stockholders' Equity | Stockholders' Equity Stock Options During the nine months ended September 30, 2023, the Company granted 217,547 and 750,000 options with grant date fair values of $2.47 to $3.07 and $2.05 to $2.14, respectively. The options contain market conditions whereby the options will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a specified period and continued employment through the performance period each as observed and summarized below, respectively: VWAP over the last 20 trading days of the three-year performance period VWAP over 30 consecutive trading days of the seven-year performance period VWAP Number of Shares that Vest VWAP Number of Shares that Vest $8.74 65,147 $11.00 250,000 $10.75 71,429 $14.00 250,000 $13.05 80,971 $17.00 250,000 217,547 750,000 No portion of the grants will vest unless the VWAP targets are achieved during the respective performance periods. The Company also granted 168,067 and 1,343,000 options with grant date fair values of $3.99 and $3.97, respectively. The options have three-year and four-year vesting periods, respectively, each with ten-year terms. The grant date fair value of stock options with market conditions is estimated using the Monte Carlo option pricing model, while stock options containing only service conditions is estimated using the Black-Scholes option pricing model. Each model requires an estimate of the expected term of the option, the expected volatility of the Company’s common stock price, dividend yield and the risk-free interest rate. The below table summarizes the assumptions used to estimate the fair value of the equity options granted: Monte Carlo Model Black-Scholes Model Expected volatility 50.0 % 51% - 52% Expected term 5 - 7 years 6.01 - 6.38 years Risk free interest rate 3.43% - 3.74% 3.42% - 4.02% Expected dividend yield 0% - 9.15% 0.0 % For options only containing service conditions, the expected term was calculated using the simplified method, defined as the midpoint between the vesting period and the contractual term of each award, due to the lack of sufficient and meaningful historical exercise data. For options with market-based conditions, the expected term was estimated based on when the options are expected to be exercised. The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the expected term of the option. On March 6, 2023, the board of directors approved a quarterly dividend of $0.1875 per share for holders of record as of March 27, 2023. Thus, for options with grant dates prior to March 6, 2023, the expected dividend yield was 0%. The following table summarizes all option activity for the nine months ended September 30, 2023: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (years) Aggregate Intrinsic Value (in thousands) Outstanding at December 31, 2022 9,478,698 $ 7.80 4.62 $ 2,798 Granted - service conditions 1,516,067 7.31 Granted - market conditions 967,547 7.93 Exercised (688,435) 7.90 1,862 Forfeited and expired (54,257) 7.41 Outstanding at September 30, 2023 11,219,620 $ 7.74 5.03 $ 11,508 Exercisable at September 30, 2023 7,001,299 $ 8.01 3.00 $ 5,455 The maximum contractual term of stock options is 10 years. Restricted Stock Awards During the nine months ended September 30, 2023, the Company granted 68,876 shares to non-employee directors with a vesting period of one year, 26,067 shares with a vesting period of three years and 5,072 shares that vested immediately. The fair value of the restricted stock awards is equal to the closing share price on the date of grant. The following table summarizes restricted stock activity for the nine months ended September 30, 2023: Number of Shares Weighted Average Fair Value Non-vested balance at January 1, 2023 93,181 $ 9.63 Shares granted 100,015 8.30 Shares vested (68,051) 9.68 Non-vested balance at September 30, 2023 125,145 $ 8.54 Restricted Stock Units The following table summarizes restricted stock unit activity for the nine months ended September 30, 2023: Number of Shares Weighted Average Fair Value Non-vested balance at January 1, 2023 — $ — Shares granted - service conditions 218,543 7.55 Shares granted - market conditions 218,543 4.21 Shares vested — — Non-vested balance at September 30, 2023 437,086 $ 5.88 During the nine months ended September 30, 2023, the Company granted 218,543 stock units with a vesting period of three years and a grant date fair value of $7.55 per share. The fair value of the restricted stock awards is equal to the closing share price on the date of grant. During the nine months ended September 30, 2023, the Company granted 218,543 restricted stock units with a vesting period of three years and grant date fair values of $3.51 to $4.91. The stock units contain market conditions whereby the stock units will vest subject to the achievement of a specified VWAP, subject to continued employment or service through the end of the performance period as observed and summarized below: VWAP over the last 20 trading days of the three-year performance period VWAP Number of Shares that Vest $8.74 72,840 $10.75 72,840 $13.05 72,863 The grant date fair value of the restricted stock units with market conditions is estimated using the Monte Carlo option pricing model. The below table summarizes the assumptions used to estimate the fair value of the restricted stock units granted: Monte Carlo Model Expected volatility 50.0% Risk free interest rate 3.72% Expected dividend yield 0.0% The expected volatility was based on market conditions of the Company. The risk-free interest rate was based on the U.S. Treasury yield curve in effect on the date of grant which most closely corresponds to the vesting period of the restricted stock units. Employee Stock Purchase Plan During the nine months ended September 30, 2023, a total of 111,709 shares of Class A common stock were issued under the 2021 Employee Stock Purchase Plan (the "ESPP"). For the three months ended September 30, 2023 and 2022, the Company recognized approximately $2.4 million and $0.7 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP. For the nine months ended September 30, 2023 and 2022, the Company recognized approximately $6.2 million and $2.4 million, respectively, of stock-based compensation expense with respect to options, restricted stock awards, restricted stock units and the ESPP. As of September 30, 2023, total unrecognized stock-based compensation expense related to our stock options and restricted stock was $10.3 million and $2.4 million, respectively, and is expected to be recognized over a weighted average period of 2.4 years and 2.2 years, respectively. Dividends Declared On November 6, 2023 the board of directors approved a dividend of $0.1875 per share. The dividend will be paid to holders of record as of January 2, 2024 on February 1, 2024. On August 7, 2023 the board of directors approved a dividend of $0.1875 per share. The dividend was payable to holders of record as of October 2, 2023. The dividend of $3.1 million was paid on November 1, 2023. Stock Repurchase Agreement On June 16, 2023, the Company entered into a stock repurchase agreement with MSG National Properties, LLC (“MSG”) to repurchase 1.5 million shares of the Company’s Class C common stock. Total consideration paid in the aggregate amount of $14.6 million, or $9.70 per share, are reflected as a reduction in capital during the nine months ended September 30, 2023. The shares were retired upon repurchase. Following this transaction, MSG owned 1,708,139 shares of Common Stock in the Company (comprising 583,139 shares of Class A Common Stock and 1,125,000 shares of Class C Common Stock). Stock Repurchase Plan On December 16, 2021, the board of directors approved a stock repurchase plan, pursuant to which the Company is authorized to repurchase up to $50 million of the Company’s issued and outstanding Class A common stock over a thirty-six month period (the "2021 Stock Repurchase Plan"). Repurchases of common stock under the repurchase plan may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions, and may be funded from cash on hand, available borrowings or proceeds from potential debt or other capital markets sources. During the nine months ended September 30, 2023 a total of 183,768 shares were repurchased. As of September 30, 2023, a total of 209,391 shares were repurchased under the 2021 Stock Repurchase Plan. |