Shareholders' Equity and Stock-Based Compensation | 9 . Dividends Dividend activity for the first quarter of 2020 was as follows: (dollars in millions, except per share values) Three Months Ended March 31, 2020 Dividend declared on February 7, 2020 Shareholders of record on February 21, 2020 Dividend paid on March 06, 2020 Dividend per share $ 0.0750 Cash dividend paid $ 5.4 Dividend activity for the first quarter of 2019 was as follows: (dollars in millions, except per share values) Three Months Ended March 31, 2019 Dividend declared on February 5, 2019 Shareholders of record on February 19, 2019 Dividend paid on March 05, 2019 Dividend per share $ 0.0725 Cash dividend paid $ 5.2 On March 20, 2020, due to the negative impact of COVID-19 on our business, the Company’s Board of Directors (the “Board”) determined to temporarily suspend the Company’s regular quarterly cash dividend on its common stock. Share Repurchases July 2019 Share Repurchase Program In July 2019, the Company’s Board authorized and approved a $30.0 million share repurchase program. Under the terms of the July 2019 Share Repurchase Program, the Company has the ability to repurchase shares through open market purchases (either with or without a 10b5-1 plan), block transactions, privately negotiated purchases or otherwise, through July 31, 2020, subject to early termination or extension by the Board. The July 2019 Share Repurchase Program does not obligate the Company to purchase any specific number of shares. The Company settled the repurchase of 14,988 shares for $0.1 million during the three months ended March 31, 2020 related to the July 2019 Share Repurchase Program. There was $22.1 million remaining available for share repurchases under the program as of March 31, 2020. November 2018 Share Repurchase Program In November 2018, the Company’s Board authorized a $20.0 million share repurchase program. Under the terms of the November 2018 Share Repurchase Program, the Company had the ability to repurchase shares through open market purchases (either with or without a 10b5-1 plan), block transactions, privately negotiated purchases or otherwise, through December 31, 2019. The November 2018 Share Repurchase Program did not require the Company to acquire any specific number of shares. Pursuant to the November 2018 Share Repurchase Program, the Company did not settle the repurchase of any shares during the three months ended March 31, 2020, and settled the repurchase of 5,346 shares for $0.1 million during the three months ended March 31, 2019. There were no remaining amounts available for share repurchases as of March 31, 2020 in connection with the November 2018 Share Repurchase Program. Suspension of Share Repurchase Program On March 20, 2020, due to the negative impact of COVID-19 on the Company’s business, the Board determined to temporarily suspend share repurchases under the Company’s July 2019 Share Repurchase Program. Stock-Based Compensation The Company recognizes cumulative stock-based compensation expense for the portion of the awards for which the service period and performance or market conditions, as applicable, have been satisfied. Stock-based compensation expense is included in selling, general and administrative expense in the condensed consolidated statements of (loss) income and comprehensive (loss) income. The related deferred tax benefit for stock-based compensation recognized was $0.4 million for both the three months ended March 31, 2020 and 2019. Emerald Expositions Events, Inc. 2019 Employee Stock Purchase Plan (the “ESPP”) In January 2019, the Company’s Board approved the ESPP, which was approved by the Company’s stockholders in May 2019. The ESPP requires that participating employees must be customarily employed for at least 20 hours per week, have completed at least 6 months of service, and have compensation (as defined in the ESPP) not greater than $150,000 in the 12-month period before the enrollment date to be eligible to participate in the ESPP. Under the ESPP, eligible employees will receive a 10% discount from the lesser of the closing price on the first day of the offering period and the closing price on the purchase date. The Company reserved 500,000 shares of its common stock for issuance under the ESPP. The ESPP expense recognized by the Company was not material for the three months ended March 31, 2020 and 2019. The Company’s initial ESPP offering period began in February 2019 and ended in August 2019. The Company issued 8,426 shares to employees in August 2019 at the end of the initial ESPP offering period. The Company Stock Options The Company recognized stock-based compensation expense relating to stock option activity of $1.1 million and $0.8 million for the three months ended March 31, 2020 and 2019, respectively. Stock option activity for the three months ended March 31, 2020, was as follows: Weighted-Average Number of Options Exercise Price per Option Remaining Contractual Term Aggregate Intrinsic Value (thousands) (years) (millions) Outstanding at December 31, 2019 7,151 $ 12.74 4.4 $ 5.8 Granted — — Exercised (9 ) 8.00 Forfeited (218 ) 14.92 Outstanding at March 31, 2020 6,924 $ 12.68 3.7 $ — Exercisable at March 31, 2020 5,473 $ 11.88 2.4 $ — The aggregate intrinsic value is the amount by which the fair value of the Company’s common stock exceeded the exercise price of the options as of the close of trading hours on the New York Stock Exchange on March 31, 2020, for those options for which the market price was in excess of the exercise price. There was a total of $2.5 million unrecognized stock-based compensation expense at March 31, 2020 related to unvested stock options expected to be recognized over a weighted-average period of 0.8 years. Restricted Stock Units (“RSUs”) The Company periodically grants RSUs that contain service and, in certain instances, performance and market conditions to certain directors, executives and employees. Stock-based compensation expense relating to RSU activity recognized in the three months ended March 31, 2020 and 2019 was $1.0 million and $0.8 million, respectively. There was a total of $12.1 million of unrecognized stock-based compensation expense at March 31, 2020 related to unvested RSUs expected to be recognized over a weighted-average period of 3.3 years. RSU activity for the three months ended March 31, 2020 was as follows: (share data in thousands, except per share data) Number of RSUs Weighted Average Grant Date Fair Value per Share Unvested balance, December 31, 2019 668 $ 15.00 Granted 931 9.67 Forfeited (70 ) 11.44 Vested (124 ) 13.64 Unvested balance, March 31, 2020 1,405 $ 11.44 Market-based Share Awards In January 2020, the Company granted In total, the Company has granted performance-based market condition share awards with a maximum cash value of $23.8 million, in the aggregate, upon achievement of specified targeted share prices measured over sixty days within a ninety day trading period to three senior executives. As of March 31, 2020, the $23.8 million of the performance-based market condition share awards remain unvested with an estimated weighted average conversion threshold of $21.07 per share, which would result in an estimated 235,718 shares of common stock to be issued upon vesting. Each of the estimated 235,718 shares of common stock has a weighted-average grant date fair value of $25.01 per share. As of March 31, 2020, the liability for these awards was $0.1 million and is reported on the condensed consolidated balance sheets in other noncurrent liabilities. The fair value of performance-based market condition share awards is estimated on the grant date using a risk-neutral Monte Carlo simulation model. The grant date fair value of the awards granted in 2019 was $5.9 million. The grant date fair value of the 2020 awards was $0.7 million. The Company recognized a reduction to stock-based compensation expense relating to performance-based market condition share awards of $0.5 million for the three months ended March 31, 2020 and The assumptions used in determining the fair value for the performance-based market condition share awards granted during the three months ended March 31, 2020 were as follows: March 31, 2020 Expected volatility 47.50 % Dividend yield 0.00 % Risk-free interest rate 0.68 % Weighted-average expected term (in years) 3.8 The weighted-average expected term of the Company’s performance-based market condition share awards is the weighted-average of the derived service periods for the share awards. |