Stock-based compensation | Stock-based compensation Stock-based compensation includes stock options, RSUs, PSUs and class B units in SIS Holdings LP, which are awarded to employees, and directors of the Company. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the award based on its grant date fair value. Stock-based compensation expense is included within cost of revenues, excluding depreciation and amortization, and selling, general and administrative expense in the unaudited condensed consolidated statements of operations. SIS Holdings LP Class B Profit Units All awards under the SIS Holdings LP Class B Unit Plan (the “SIS Plan”) were issued in 2018, 2019 and 2020 (none were issued in 2021 or 2022). Awards under the SIS Plan represent equity interests in SIS Holdings LP, and not the Company. The stock-based compensation cost was as follows (in millions) and included in the following captions in the accompanying unaudited condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Costs of revenues, excluding depreciation and amortization $ 0.4 $ — $ 0.9 $ 0.2 Selling, general and administrative expenses 5.8 1.8 15.1 5.2 Total $ 6.2 $ 1.8 $ 16.0 $ 5.4 No related income tax benefit was recognized for the three and nine months ended September 30, 2022 and 2021. As of September 30, 2022, total equity-based comp ensation expense related to 17,626 unvested Class B Units not yet recognized totaled $1.6 million, which is expected to be recognized over a weighted-average period of 1.7 years. 2021 Omnibus Incentive Plan Effective as of July 29, 2021, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”). The total number of shares of Class A common stock authorized for issuance under the 2021 Plan is 13,278,299. Stock options, RSUs and PSUs are granted under and governed by the 2021 Plan. Stock Options Stock option transactions for the nine months ended September 30, 2022, were as follows: Shares Subject to Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding from January 1, 2022 849,233 $ 9.55 — $ — Granted 6,228 $ — Exercised — $ — Expired/forfeited (24,914) $ 9.55 Outstanding at September 30, 2022 830,547 $ 9.55 8.9 $ — Exercisable, September 30, 2022 212,306 $ — — $ — Ending vested and expected to vest, September 30, 2022 830,547 $ 9.55 8.9 $ — As of September 30, 2022, the total unrecognized stock-based compensation expense, net of actual forfeitures, related to unvested stock options w as approximately $1.4 million (before income taxes) and is expected to be recognized over a weighted average period of approximately 2.9 years. Total stock options compensation expense for the three and nine months ended September 30, 2022 was approxim ately $0.1 million and $0.4 million, respectively, net of actual forfeitures, and is recorded in selling, general and administrative expenses in the una udited condensed consolidated statements of operations. The related income tax benefit for the three and nine months ended September 30, 2022 was inconsequential. Restricted Stock Units RSU transactions for the nine months ended September 30, 2022 were as follows: Shares Subject to RSUs Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Weighted Average Grant Date Fair Value Outstanding from January 1, 2022 3,335,811 $ — — $ — $ 9.34 Granted 1,865,191 $ — $ 11.89 Vested (1,021,264) $ — $ 9.37 Expired/forfeited (145,753) $ — $ 9.79 Outstanding at September 30, 2022 4,033,985 $ — 1.3 $ 16,458,659 $ 10.48 Exercisable, September 30, 2022 — $ — — $ — $ — Unvested and expected to vest, September 30, 2022 4,033,985 $ — 1.3 $ 16,458,659 $ 10.48 As of September 30, 2022 , the total unrecognized stock-based compensation expense, net of actual forfeitures, related to unvested RSUs was approximately $35.5 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2.0 years. The total fair value of RSUs vested was $12.5 million during the nine months ended September 30, 2022. Total RSU compensation expen se totaled $5.0 million and $13.3 million, net of actual forfeitures, for the three and nine months ended September 30, 2022, of which approximately $4.7 million and $12.4 million, respect ively, is recorded in selling, general and administrative expenses an d $0.3 million and $0.9 million, respectively, is recorded in cost of revenues, excluding depreciation and amortization, in the unaudited condensed consolidated statements of operations. The related income tax benefit for the three and nine months ended September 30, 2022 was inconsequential. Performance Stock Units The Company has granted PSUs under the Company’s 2021 Plan. The Company has the intent and ability to settle the PSU awards with shares. The PSU will vest based on both the passage of time and achievement of certain market and performance conditions that are measured during a three-year period beginning on January 1, 2022, subject to continued employment on the applicable vesting dates. The actual number of PSUs earned with respect to an award is based upon the target number of PSUs, multiplied by a “payout percentage” ranging from 0% to 200% of target level and determined by the level of performance against pre-established performance or market components for the applicable performance period. The PSUs are subject to two types of performance conditions: relative total shareholder return (“TSR”) based on achievement of certain market conditions, and adjusted earnings before interest, taxes, depreciation and amortization (“Adj. EBITDA”), each of which is weighted one-half of the PSU, as shown in more detail below. Payout Percentage Metric Weight Performance Period Vesting Period Index Below Threshold Threshold Target Maximum TSR 50% 3-year rolling Annual (33.33% per year) Russell 1000 0% 50% (25th percentile) 100% (50th percentile) 200% (75th percentile) Adj. EBITDA 50% 3-year rolling Annual (33.33% per year) N/A 0% 50% 100% 200% The award of PSUs will vest in three equal installments on the 1 st , 2 nd and 3 rd anniversary of the grant date. The PSUs will be earned based on the Company’s achievement of the applicable performance goals as follows: • Year One of the performance period: Award will vest based on performance during the first year of the performance period; • Year Two: Award will vest based on cumulative performance during the first two years of the performance period; • Year Three: Award will vest based on cumulative performance during the three years of the performance period. The payout percentage will be linearly interpolated if achievement falls between the threshold and target or target and maximum levels of performance. With respect to the TSR measured component, the PSUs were valued using a Monte-Carlo simulation. The key assumptions used to determine the fair value of the TSR measured component of the PSUs at March 23, 2022 (grant date) using the Monte Carlo simulation model were as follows: Inputs As of March 23, 2022 Risk-free interest rate 2.3 % Volatility for Least-Square Monte Carlo Model 39.0 % Expected Term in Years 2.8 Dividend Yield — % Fair Value of Class A Common Stock $ 11.66 With respect to the Adj. EBITDA measured component, the PSUs for the first year were valued using the fair value of the Company’s Class A common stock on the date of the grant, which was $11.66 multiplied by the number of shares of Class A common stock expected to be earned based on the Company’s estimate of future Adj. EBITDA, to be realized in Year One. The Adj. EBITDA measured PSUs for Year Two and Year Three, are not deemed granted for accounting purposes because the adjusted EBITDA targets for 2023 and 2024 are not yet determinable as they have not been approved by the board of directors. The following table summarizes PSU activity for the nine months ended September 30, 2022: Number of Units Weighted-average grant date fair value Non-vested as of January 1, 2022 — $ — Granted (1) 349,766 $ 15.78 Vested — $ — Forfeited — $ — Unvested as of September 30, 2022 349,766 $ 15.78 (1) Year Two and Year Three Adj. EBITDA measured PSUs are excluded from the total amount of granted PSUs, since such units are not deemed granted for accounting purposes as of September 30, 2022. We exclude d 174,883 of Year Two and Year Three Adj. EBITDA measured PSUs. As of September 30, 2022, the total unrecognized stock-based compensation expense, related to unvested PSUs was approximately $5.5 million, before income taxes, and is expected to be recognized over a weighted period of approximately 1.2 years. No PSUs vested during the three and nine months ended September 30, 2022. The Company estimates that all PSU awards o utstanding at September 30, 2022 will vest. Total PSU compensation exp ense was $0.8 million and $1.7 million, respectively, for the three and nine months ended September 30, 2022 and was recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations. The related income tax benefit for the th ree and nine months ended September 30, 2022 was inconsequential. Employee Stock Purchase Plan Effective as of June 8, 2022, the Company adopted the 2022 Employee Stock Purchase Plan (the “ESPP”) under which shares of the Company’s common stock are available for purchase by eligible participants. The total number of shares of Class A common stock authorized for issuance under the ESPP is 1,785,664. The ESPP allows participants to purchase shares of Class A common stock at 85% of its fair market value at the lower of (i) the date of commencement of the offering period or (ii) the last day of the exercise period, as defined in the plan documents. The fair value of purchases under the Company’s ESPP is estimated using the Black-Scholes option-pricing valuation model. The determination of fair value of stock-based awards using an option-pricing model is affected by the Company’s stock price as well as assumptions pertaining to several variables, including expected stock price volatility, the expected term of the award and the risk-free rate of interest. In the option-pricing model for the Company’s employee stock purchase plans, expected stock price volatility is based on historical volatility of the Company’s common stock. The expected term of the award is based on the six-month requisite period. The Company has not paid dividends in the past, and has not announced any intention to pay dividends in the foreseeable future, and therefore uses an expected dividend yield of zero. The following table provides details pertaining to the ESPP for the periods indicated: For the Nine Months Ended September 30, 2022 Cash proceeds (in millions) $ 0.9 Common shares issued 173,665 Fair value of ESPP at grant date $ 5.73 Stock price at grant date $ 5.83 As of September 30, 2022, the total unrecognized stock-based compensation expense related to the ESPP was approximately $0.2 million, before income taxes, and is expected to be recognized over a weighted period of approximately 0.5 years. Non-cash stock-based compensation expense under the ESPP was de minimis for the three and nine months ended September 30, 2022. Th e related income tax benefit for the three and nine months ended September 30, 2022 was inconsequential. |