Equity-Based Compensation |
12 Months Ended |
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Sep. 30, 2019 | |
| Share-based Payment Arrangement [Abstract] | |
| Equity-Based Compensation | Equity-Based Compensation Restricted Stock Awards and Options
On February 23, 2018, the Company sold to certain employees a total of 126,000 restricted shares of common stock at a purchase price of $0.04 per share, which shares were issued from treasury shares and converted to shares of Class B common stock in connection with the Reclassification. The Company recorded proceeds of $5,000 from the sale. Half of the shares vested immediately on February 23, 2018, and the remaining half of the shares vested on July 1, 2018. During the fiscal year ended September 30, 2018, the Company recorded compensation expense in connection with these grants in the amount of $1.0 million, which is reflected as general and administrative expenses on the Company’s Consolidated Statements of Income. The Company also recorded a reduction to additional paid-in capital of approximately $0.5 million, representing the cost of treasury shares issued in excess of the purchase price paid by the employees. The grant date fair value of the shares was estimated to be $7.78 per share. At September 30, 2018, there was no unrecognized compensation expense related to the sale of these shares.
During the fiscal year ended September 30, 2019, the Company awarded a total of 292,534 restricted shares of Class A common stock to its non-employee directors under the Equity Incentive Plan in lieu of cash compensation. The grants are classified as equity awards.
The aggregate grant date fair value of these restricted stock awards was $3.8 million. The grants will vest as to two-thirds of the underlying shares on January 1, 2021 and as to the remaining one-third of the underlying shares on January 1, 2022. During the fiscal year ended September 30, 2019, the Company recorded $0.5 million of compensation expense in connection with these grants, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Income. At September 30, 2019, there was approximately $3.2 million of unrecognized compensation expense related to these awards.
Option Exercises
In June 2018, certain employees of the Company exercised options to purchase a total of 768,984 shares of Class B common stock at a price of $5.70 per share. The options were granted in 2010 pursuant to a non-plan option agreement and were classified as equity awards. The shares were issued from the Company’s treasury at an average cost of approximately $3.64 per share. The transaction was executed as a cashless exercise, through which the Company concurrently repurchased from the option holders a total of 521,902 shares of Class B common stock at a price of $13.17 per share (the closing price for a share of Class A common stock on the exercise date) in order to fund the exercise price for the options and satisfy the statutory federal, state and payroll tax withholding requirements applicable to the employees in connection with the exercise. The net result was an increase of 247,082 shares of Class B common stock outstanding. Of the aggregate repurchase price, the Company recorded the total exercise price of approximately $4.4 million as additional paid-in capital and withheld and submitted to applicable taxing authorities approximately $2.5 million in satisfaction of the employees’ tax obligations.
In August 2019, an employee of the Company exercised an option to purchase 74,592 shares of Class B common stock at a price of $0.0357 per share. The option was granted in March 2017 pursuant to a non-plan option agreement. The option was fully vested upon the date of grant, but, until the option agreement was subsequently amended, the option was exercisable only during the ten-day period immediately preceding a change in control of the Company. In August 2019, the Company and the employee amended the option agreement to (i) adjust the number of underlying shares and exercise price of the option to account for the Stock Split and Reclassification; (ii) reduce the exercise price (as adjusted) for the shares underlying the option; (iii) make the option immediately exercisable; and (iv) provide that the option would expire on the earlier of December 31, 2019 or the occurrence of one of the other expiration events set forth in the option agreement. During the fiscal year ended September 30, 2019, the Company recorded approximately $0.4 million of compensation expense in connection with the option amendment, which is reflected in general administrative expenses on the Company’s Consolidated Statements of Income. At September 30, 2019, there was no unrecognized compensation expense related to the option.
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