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Share-based Compensation
6 Months Ended
Jun. 30, 2022
Share-based Payment Arrangement [Abstract]  
Share-based Compensation

NOTE 16 – SHARE-BASED COMPENSATION

Share-based compensation expense consisted of the following:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30,

 

 

June 30,

 

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

Restricted stock (1)

 

$

(2,336

)

 

$

876

 

 

$

(1,600

)

 

$

1,701

 

 

Restricted stock units

 

 

211

 

 

 

-

 

 

 

211

 

 

 

-

 

 

Stock options

 

 

(40

)

 

 

216

 

 

 

173

 

 

 

430

 

 

Deferred stock units

 

 

401

 

 

 

246

 

 

 

731

 

 

 

492

 

 

Pool A Awards

 

 

858

 

 

 

395

 

 

 

1,217

 

 

 

481

 

 

Pool B Awards

 

 

491

 

 

 

277

 

 

 

881

 

 

 

557

 

 

Total

 

$

(415

)

(2)

$

2,010

 

(3)

$

1,613

 

(4)

$

3,661

 

(5)

 

(1)
During the three months ended June 30, 2022, 17,131 shares of unvested restricted stock were forfeited, resulting in the reversal of $3.1 million share-based compensation expense.
(2)
For the three months ended June 30, 2022, $552 was presented as cost of services and $(967) was presented as selling, general and administrative expenses in the condensed consolidated statement of operations.
(3)
For the three months ended June 30, 2021, $276 was presented as cost of services and $1,734 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations.
(4)
For the six months ended June 30, 2022, $849 was presented as cost of services and $764 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations.
(5)
For the six months ended June 30, 2021, $474 was presented as cost of services and $3,187 was presented as selling, general and administrative expenses in the condensed consolidated statement of operations.

Restricted Stock

Pursuant to the Amended and Restated U.S. Well Services, Inc. 2018 Stock Incentive Plan (as amended, the “LTIP”), the Company grants shares of restricted Class A common stock (“restricted stock”) to certain employees and directors. Restricted stock is subject to restrictions on transfer and is generally subject to a risk of forfeiture if the award recipient is no longer an employee or director of the Company prior to the lapse of the restriction. Restricted stock granted to employees generally vests over four years in equal installments each year on the anniversary of the grant date and grants to directors generally vest in full after one year. The grant date fair value of the restricted stock is determined using the closing price of the Company's Class A common stock on the grant date.

The following table summarizes the restricted stock activity for the six months ended June 30, 2022:

 

 

Shares

 

 

Weighted-
Average Grant-Date
Fair Value per
Share

 

Outstanding at December 31, 2021

 

 

64,842

 

 

$

147.34

 

Granted

 

 

-

 

 

 

-

 

Vested

 

 

(15,870

)

 

 

187.11

 

Forfeited

 

 

(17,859

)

 

 

183.30

 

Outstanding at June 30, 2022

 

 

31,113

 

 

$

106.42

 

As of June 30, 2022, the total unrecognized compensation cost related to restricted stock was $2.1 million which is expected to be recognized over a weighted-average period of 0.72 years.

Restricted Stock Units

On April 30, 2022, the Company granted 190,419 restricted stock units (the “RSUs”) to Joel Broussard, Chairman of the Board. The RSUs vest one-half six months from the grant date and the remaining one-half 18 months from the grant date, subject to Mr. Broussard’s continuous service through such vesting date. Each RSU represents the right to receive one share of the Company’s Class A common stock pending the Company receiving stockholder approval of certain amendments to the LTIP as may be required in order to permit the transactions contemplated by the RSU award. In the event that the Company does not receive stockholder approval, the RSUs will be settled in cash. The grant date fair value of the RSUs is determined using the closing price of the Company’s Class A common stock on the grant date and are classified as equity. As of June 30, 2022, the total unrecognized compensation cost related to the RSUs was $0.7 million which is expected to be recognized over a weighted-average period of 1.33 years.

Stock Options

The following table summarizes the stock option activity for the six months ended June 30, 2022:

 

 

Shares

 

 

Weighted-
Average
Exercise Price
per Share

 

 

Weighted-Average
Remaining
Contractual
Life (in years)

 

Outstanding at December 31, 2021

 

 

41,776

 

 

$

187.11

 

 

 

4.21

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

Forfeited

 

 

(41,776

)

 

 

187.11

 

 

 

3.71

 

Outstanding at June 30, 2022

 

 

-

 

 

$

-

 

 

 

-

 

 

In May 2022, all outstanding stock options were forfeited for no consideration.

Deferred Stock Units

The Company awards deferred stock units (“DSUs”) to certain key employees of the Company pursuant to the LTIP. Each DSU represents the right to receive one share of the Company’s Class A common stock. DSUs generally vest over three years in equal installments each year on the anniversary of the vesting effective date, subject to the grantee’s continuous service through each vesting period but settlement does not occur until the fifth anniversary of the grant date. The grant date fair value of the DSU is determined using the closing price of the Company's Class A common stock on the grant date.

The following table summarizes the DSUs activity for the six months ended June 30, 2022:

 

 

Units

 

 

Weighted-
Average Grant Date
Fair Value per
Unit

 

Outstanding at December 31, 2021

 

 

342,090

 

 

$

8.96

 

Granted

 

 

210,154

 

 

 

4.93

 

Vested

 

 

(159,807

)

 

 

8.38

 

Forfeited

 

 

(3,425

)

 

 

6.93

 

Outstanding at June 30, 2022

 

 

389,012

 

 

$

7.04

 

 

As of June 30, 2022, the total unrecognized compensation cost related to DSUs was $2.0 million which is expected to be recognized over a weighted average period of 1.89 years.

Pool A Performance Awards

The Company grants Pool A Performance Awards (“Pool A Awards”) to certain key employees of the Company. Each Pool A Award represents the right to receive, at the Company’s election, a fixed monetary amount either in cash or a variable number of shares of the Company’s Class A common stock based on its closing share price on the date of settlement. The Pool A Awards vest in full one year on the anniversary of the vesting effective date specified in the applicable award agreement but settlement does not occur until the fifth anniversary of the grant date.

The Company accounts for the Pool A Awards under liability accounting as a result of the fixed monetary amount that could be settled either in cash or a variable number of shares of the Company’s Class A common stock. Since the settlement will not occur until the fifth anniversary of the grant date, the Company considers the delayed settlement as a post-vesting restriction which would impact the determination of grant-date fair value of the award.

During the third quarter of 2021, the Company granted Pool A Awards that fully vested on January 1, 2022. On April 30, 2022, the Company awarded Pool A Awards to its Chief Executive Officer and its Chief Financial Officer with a grant date fair value of $1.3 million that vest in full one year from the grant date. In May 2022, the Company granted Pool A Awards with a grant date fair value of $1.7 million that will vest in full on January 1, 2023.

As of June 30, 2022, the fair value of the Pool A Awards liabilities were remeasured to $7.9 million and is presented as other long-term liabilities in the condensed consolidated balance sheet. The fair value was estimated using a risk-adjusted discount rate reflecting the weighted-average cost of capital of similarly traded public companies.

As of June 30, 2022, the total unrecognized compensation cost related to the Pool A Awards was $9.3 million, which is expected to be recognized over a weighted average period of 4.50 years.

Pool B Performance Awards

The Company grants Pool B Performance Awards (“Pool B Awards”) to certain key employees of the Company. Each Pool B Award represents the right to receive, at the Company’s election, either a cash payment calculated in accordance with the award agreement, or a fixed number of shares of the Company’s Class A common stock. The Pool B Awards vest over three years in equal installments each year on the anniversary of the vesting effective date specified in the applicable award agreement, subject to the grantee’s continuous services through each vesting period but settlement does not occur until the fifth anniversary of the grant date. The grant date fair value of the Pool B Awards is determined using the closing price of the Company's Class A common stock on the grant date.

The following table summarizes the Pool B Awards activity for the six months ended June 30, 2022:

 

 

Fair Value

 

Outstanding at December 31, 2021

 

$

3,672

 

Granted

 

 

606

 

Vested

 

 

(1,586

)

Forfeited

 

 

(27

)

Outstanding at June 30, 2022

 

$

2,665

 

As of June 30, 2022, the total unrecognized compensation cost related to Pool B Awards was $1.8 million, which is expected to be recognized over a weighted average period of 1.49 years.