Equity and dividends

9 Months Ended

Sep. 30, 2022

Equity and dividends

Equity and dividends

19.    Equity and dividends

Share capital

Common stock

Unlimited number of common shares, without par value.

Preferred stock

Unlimited number of senior preferred shares and junior preferred shares, without par value, issuable in series.

All issued shares are fully paid. No preferred shares have been issued.

Shares issued for business combinations

The Company has issued the following common shares in connection with the acquisitions of Rouse and SmartEquip. These shares were issued to certain previous unitholders and shareholders of Rouse and SmartEquip, based on the fair market value of the Company’s common shares at the acquisition date. The Company records share-based continuing employment costs in acquisition-related costs over the vesting period, with an increase to additional paid-in capital. The vesting of shares issued for business combinations is subject to continuing employment with the Company over various dates over a three year period from their respective acquisition dates. As and when the common shares vest, the Company will recognize the fair value of the issued common shares from additional paid-in capital to share capital.

	Rouse			SmartEquip			Total
								Weighted average
	Common	Fair value		Common	Fair value		Common	fair value
	shares	per common		shares	per common		shares	per common
	issued	shares		issued	shares		issued	shares
Outstanding, December 31, 2021	189,665	$	71.09	63,971	$	68.39	253,636	$	70.41
Granted	—		—	—		—	—		—
Vested	(32,452)		71.09	—		—	(32,452)		71.09
Forfeited	—		—	—		—	—		—
Outstanding, September 30, 2022	157,213	$	71.09	63,971	$	68.39	221,184	$	70.31
Outstanding, December 31, 2020	312,193	$	71.09	—	$	—	312,193	$	71.09
Granted	—		—	—		—	—		—
Vested	—		—	—		—	—		—
Forfeited	(55,510)		71.09	—		—	(55,510)		71.09
Outstanding, September 30, 2021	256,683	$	71.09	—	$	—	256,683	$	71.09

In the three months ended September 30, 2022, the Company recognized $0.3 million of share capital from additional paid-in capital for the portion of common shares previously issued in connection with the acquisition of Rouse that have vested as of September 30, 2022.

19.    Equity and dividends (continued)

Shares issued for business combinations (continued)

At September 30, 2022, the unrecognized share-based continuing employment cost was $4.7 million (at September 30, 2021: $9.2 million), which is expected to be recognized over a weighted average period of 1.2 years.

Change in non-controlling interest

On September 13, 2021, the Company purchased the remaining 25% membership interest of Xcira, LLC, a Delaware limited liability company, for a purchase price of $5.6 million. The transaction increased the Company’s ownership interest in Xcira, LLC to 100%.

Dividends

Declared and paid

The Company declared and paid the following dividends during the nine months ended September 30, 2022 and 2021:

		Dividend			Total
	Declaration date	per share		Record date	dividends		Payment date
Nine months ended September 30, 2022:
Fourth quarter 2021	January 21, 2022	$	0.2500	February 11, 2022	$	27,659	March 4, 2022
First quarter 2022	May 6, 2022		0.2500	May 27, 2022		27,693	June 17, 2022
Second quarter 2022	August 3, 2022		0.2700	August 24, 2022		29,932	September 14, 2022
Nine months ended September 30, 2021:
Fourth quarter 2020	January 22, 2021	$	0.2200	February 12, 2021	$	24,181	March 5, 2021
First quarter 2021	May 7, 2021		0.2200	May 26, 2021		24,279	June 16, 2021
Second quarter 2021	August 4, 2021		0.2500	August 25, 2021		27,607	September 15, 2021

Declared and undistributed

Subsequent to September 30, 2022, the Company’s Board of Directors declared a quarterly dividend of $0.27 cents per common share, payable on December 14, 2022 to stockholders of record on November 23, 2022. This dividend payable has not been recognized as a liability in the consolidated financial statements. The payment of this dividend is expected to not have any tax consequences for the Company.

Foreign currency translation reserve

Foreign currency translation adjustments within other comprehensive income include intra-entity foreign currency transactions that are of a long-term investment nature, which generated a net loss of $10.2 million and $19.6 million for the three and nine months ended September 30, 2022 (three and nine months ended 2021: net loss of $3.3 million, and $5.9 million) respectively.