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Equity-Based Compensation
6 Months Ended
Mar. 31, 2022
Share-based Payment Arrangement [Abstract]  
Equity-Based Compensation

10. Equity-Based Compensation

Amended and Restated 2018 Omnibus Incentive Plan

On June 28, 2018 (and as amended and restated on March 10, 2020), in connection with the IPO, the Company’s Board of Directors adopted, and its stockholders approved, the BrightView Holdings, Inc. 2018 Omnibus Incentive Plan (the “2018 Omnibus Incentive Plan”). The 2018 Omnibus Incentive Plan provides that the total number of shares of common stock that may be issued under the plan is 18,650,000. Under the plan, the Company may grant stock options, stock appreciation rights, restricted stock, other equity-based awards and other cash-based awards to employees, directors, officers, consultants and advisors.

Restricted Stock Awards

A summary of the Company’s restricted stock award activity for the six month period ended March 31, 2022 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Distribution Price per Share

 

Outstanding at September 30, 2021

 

 

802,000

 

 

$

14.31

 

Granted

 

 

 

 

 

 

Less: Redeemed

 

 

229,000

 

 

$

14.08

 

Less: Forfeited

 

 

23,000

 

 

$

14.39

 

Outstanding at March 31, 2022

 

 

550,000

 

 

$

14.40

 

Restricted Stock Units

A summary of the Company’s restricted stock unit activity for the six month period ended March 31, 2022 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Distribution Price per Share

 

Outstanding at September 30, 2021

 

 

1,299,000

 

 

$

15.14

 

Granted

 

 

759,000

 

 

$

14.94

 

Vested

 

 

394,000

 

 

$

15.48

 

Forfeited

 

 

103,000

 

 

$

15.02

 

Outstanding at March 31, 2022

 

 

1,561,000

 

 

$

15.03

 

 

During the six month period ended March 31, 2022, the Company issued 759,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $14.94 per share, all of which are subject to vesting. The majority of these units will vest ratably over a four-year period commencing on the grant date. Non-cash equity-based compensation expense associated with the new grants will total approximately $10.0 over the requisite service period. During the six month period ended March 31, 2022, 394,000 RSUs vested and 103,000 RSUs were forfeited.

Stock Option Awards

A summary of the Company’s stock option activity for the six month period ended March 31, 2022 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Exercise Price per Share

 

Outstanding at September 30, 2021

 

 

7,017,000

 

 

$

21.55

 

Granted

 

 

783,000

 

 

$

15.04

 

Exercised

 

 

1,000

 

 

$

13.49

 

Forfeited

 

 

122,000

 

 

$

17.55

 

Outstanding at March 31, 2022

 

 

7,677,000

 

 

$

19.05

 

Vested and exercisable at March 31, 2022

 

 

4,220,000

 

 

$

20.03

 

Expected to vest after March 31, 2022

 

 

3,457,000

 

 

$

17.86

 

 

On November 18, 2021, the Company issued 783,000 stock options at a weighted average exercise price of $15.04 per share and a weighted average grant date fair value of $6.84 per share, the majority of which will vest and become exercisable ratably over a four-year period commencing on the grant date. Non-cash equity-based compensation expense associated with the grant will be approximately $4.7 over the requisite service period. During the six month period ended March 31, 2022, 1,000 options were exercised and 122,000 options were forfeited.

Equity-Based Compensation Expense

The Company recognizes equity-based compensation expense using the estimated fair value as of the grant date over the requisite service or performance period applicable to the grant. Estimates of future forfeitures are made at the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company recognized $4.6 and $5.3 in equity-based compensation expense for the three months ended March 31, 2022 and 2021, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The Company recognized $9.3 and $10.2 in equity-based compensation expense for the six month periods ended March 31, 2022 and 2021, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The resulting charges increased Additional paid in capital by the same amount for each applicable period. Total unrecognized compensation cost was $31.8 and $25.6 as of March 31, 2022 and September 30, 2021, respectively, which is expected to be recognized over a weighted average period of 1.4 and 1.2 years as of March 31, 2022 and September 30, 2021, respectively.

2018 Employee Stock Purchase Plan

The Company’s Stockholders have approved the Company’s 2018 Employee Stock Purchase Plan, (the “ESPP”). A total of 1,100,000 shares of the Company’s common stock were made available for sale under the Company’s 2018 Employee Stock Purchase Plan on October 22, 2018, of which 112,000 were issued on November 15, 2021 and 120,000 were issued on November 16, 2020. An additional portion thereof is expected to be issued in November 2022.