Stock-based compensation | Stock-based compensationStock-based compensation includes stock options, RSUs, PSUs and class B profit units, which are awarded to employees, and directors of the Company and also includes shares purchased under the ESPP. 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 2017, 2018 and 2019 (none were issued in 2020, 2021, 2022 or 2023). 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 March 31, 2023 2022 Costs of revenues, excluding depreciation and amortization $ — $ — Selling, general and administrative expenses 0.2 0.2 Total $ 0.2 $ 0.2 No related income tax benefit was recognized for the three months ended March 31, 2023 and March 31, 2022. As of March 31, 2023, total equity-based compensation costs related to unvested Class B Units not yet recognized totaled $0.8 million, which is expected to be recognized over a weighted-average period of 1.1 years. 2021 Omnibus Incentive Plan On July 29, 2021, the Company adopted the 2021 Omnibus Incentive Plan (the “2021 Plan”). The total amount 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 options transactions for the three months ended March 31, 2023, 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, 2023 830,547 $ 9.55 — $ — Granted — $ — Exercised — $ — Expired/forfeited (40,555) $ 9.55 Outstanding at March 31, 2023 789,992 $ 9.55 7.5 $ — Exercisable, March 31, 2023 350,491 $ — — $ — Unvested and expected to vest, March 31, 2023 789,992 $ 9.55 7.5 $ — As of March 31, 2023, the total unrecognized stock-based compensation, related to unvested stock options was approximately $1.1 million, before income taxes, and is expected to be recognized over a weighted average period of approximately 2.4 years. Total stock options compensation expense for the three months ended March 31, 2023 and 2022 was approximately $0.1 million, net of actual forfeitures, and is recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations. The related income tax benefit for the three months ended March 31, 2023 and 2022 was inconsequential. Restricted Stock Units The RSUs transactions for the quarter ended March 31, 2023 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, 2023 3,938,463 $ — — $ — $ 10.47 Granted — $ — $ — Vested and released (598,279) $ — $ 11.01 Expired/forfeited (476,415) $ — $ 10.67 Outstanding at March 31, 2023 2,863,769 $ — 1.0 $ 874,748 $ 10.32 Vested and not yet released, March 31, 2023 247,261 $ — — $ 75,514 $ 12 Unvested and expected to vest, March 31, 2023 2,863,769 $ — 1.0 $ 874,748 $ 10.32 As of March 31, 2023, the total unrecognized stock-based compensation, net of actual forfeitures, related to unvested RSUs was approximately $23.3 million, respectively, before income taxes, and is expected to be recognized over a weighted period of approximately 1.5 years. The total fair value of RSUs vested was $0.8 million during the three months ended March 31, 2023. Total RSU compensation expense totaled $2.2 million and $3.0 million, net of actual forfeitures, for the three months ended March 31, 2023 and 2022, respectively, of which approximately $2.0 million and $2.8 million is recorded in selling, general and administrative expenses and $0.2 million and $0.2 million 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 months ended March 31, 2023 and 2022, was inconsequential. Performance Stock Units The PSUs have been bifurcated into two awards: total shareholder return (“TSR”) based on achievement of certain market conditions, and adjusted earnings before interest, taxes, depreciation and amortization (“Adj. EBITDA”) based on achievement of certain performance conditions, each of which is weighted one-half of the PSU. There were no new TSR and Adj. EBITDA PSUs granted during the three months ended March 31, 2023. Any units earned as a result of the achievement of the performance goals of the PSUs will vest ratably three years from the date of grant and will be settled in shares of our common stock. The following table summarizes PSU activity for the three months ended March 31, 2023: Number of Units Weighted-average grant date fair value Non-vested as of January 1, 2023 349,766.00 $ 15.78 Granted (1) — $ — Vested (35,547) $ 11.66 Forfeited (153,850) $ 15.09 Non-vested as of March 31, 2023 160,369 $ 17.11 (1) As of March 31, 2023, Year Two and Three Adj. EBITDA measured PSUs are excluded from the total amount of granted PSUs, since such units 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. 174,883 of Year Two and Three Adj. EBITDA measured PSUs were excluded . As of March 31, 2023, the total unrecognized stock-based compensation, related to unvested PSUs was approximately $2.7 million, before income taxes, and is expected to be recognized over a weighted period of approximately 0.8 years. The first tranche of the EBITDA PSUs vested during the three months ended March 31, 2023. The first tranche of the TRS PSUs did not vested at 0% in accordance with the performance targets. Total PSU compensation expense was inconsequential for the three months ended March 31, 2023 and was recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations. The related income tax benefit for the year ended March 31, 2023 was inconsequential. Employee Stock Purchase Plan Effective as of June 8, 2022, the Company adopted 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 expected term of the award is based on the six-month requisite period. On February 19, 2023, the Company extended the first purchase period of the ESPP from February 28, 2023 to May 31, 2023, which extended the requisite period to nine-months. In addition, the Company amended the subsequent offering periods to commence June 1 and December 1 of each year. The amendment made on February 19, 2023 was treated as a modification to the ESPP plan and the accounting impact of the modification was inconsequential. As of March 31, 2023, the total unrecognized stock-based compensation expense related to the ESPP was approximately $0.3 million, before income taxes, and is expected to be recognized over a weighted period of approximately 0.2 years. Non-cash stock-based compensation expense under the ESPP was inconsequential for the three months ended March 31, 2023. Th e related income tax benefit for the year ended March 31, 2023 was inconsequential. |