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Equity-Based Compensation
9 Months Ended
Jun. 30, 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 nine month period ended June 30, 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

 

 

235,000

 

 

$

14.10

 

Less: Forfeited

 

 

23,000

 

 

$

14.39

 

Outstanding at June 30, 2022

 

 

544,000

 

 

$

14.40

 

Restricted Stock Units

A summary of the Company’s restricted stock unit activity for the nine month period ended June 30, 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

 

 

955,000

 

 

$

14.57

 

Vested

 

 

428,000

 

 

$

15.31

 

Forfeited

 

 

165,000

 

 

$

15.41

 

Outstanding at June 30, 2022

 

 

1,661,000

 

 

$

14.76

 

 

During the nine month period ended June 30, 2022, the Company issued 955,000 restricted stock units (“RSUs”) at a weighted average grant date fair value of $14.57 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 $12.2 over the requisite service period. During the nine month period ended June 30, 2022, 428,000 RSUs vested and 165,000 RSUs were forfeited.

Stock Option Awards

A summary of the Company’s stock option activity for the nine month period ended June 30, 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

 

 

251,000

 

 

$

18.09

 

Outstanding at June 30, 2022

 

 

7,548,000

 

 

$

19.06

 

Vested and exercisable at June 30, 2022

 

 

4,311,000

 

 

$

20.09

 

Expected to vest after June 30, 2022

 

 

3,237,000

 

 

$

17.69

 

 

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 nine month period ended June 30, 2022, 1,000 options were exercised and 251,000 options were forfeited.

Performance Stock Unit Awards

A summary of the Company’s performance stock unit activity for the nine month period ended June 30, 2022 is presented in the following table:

 

 

 

Shares

 

 

Weighted-Avg Distribution Price per Share

 

Outstanding at September 30, 2021

 

 

 

 

 

 

Granted

 

 

403,000

 

 

$

12.41

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Outstanding at June 30, 2022

 

 

403,000

 

 

$

12.41

 

 

On May 17, 2022, the Company issued 403,000 performance stock units (“PSUs”) at a weighted average distribution price of $12.41 per share and a weighted average grant date fair value of $16.51 per share, which hold a service period of forty months and cliff vest at the end of the service period. The number of the PSUs that vest upon completion of the service period can range from 0% to 200% of the original grant, subject to certain limitations, contingent upon market and performance conditions. For awards subject to a market condition, the metric is the Company’s total shareholder return during the performance period relative to a pre-defined set of industry peer companies. The fair value of these awards is estimated using a Monte Carlo simulation. For awards subject to a performance condition, the metrics are the Company's compound annual growth rates of revenue and adjusted earnings per share. The fair value of these awards is determined based on the trading price of the company’s common shares on the date of grant. Non-cash equity-based compensation expense associated with the grant will be approximately $6.7 over the requisite service period. During the nine month period ended June 30, 2022, no PSUs vested or 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 $4.8 and $5.3 in equity-based compensation expense for the three months ended June 30, 2022 and 2021, respectively, included in Selling, general and administrative expense in the accompanying Consolidated Statements of Operations. The Company recognized $14.0 and $15.4 in equity-based compensation expense for the nine month periods ended June 30, 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 $36.2 and $25.6 as of June 30, 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 June 30, 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.