Stock-Based Compensation |
9.Stock-Based Compensation In June 2019, we adopted the 2019 Omnibus Incentive Plan (the “2019 Plan”) providing for common stock-based awards to employees and non-employee directors. The 2019 Plan permits the granting of various types of awards, including stock options, restricted stock, restricted stock unit awards, and stock appreciation rights (“SARs”), and up to 4.6 million shares were authorized for issuance. Restricted stock and restricted stock units may be granted for no consideration other than prior and future services. The purchase price per share for stock options and SARs may not be less than the market price of the underlying stock on the date of grant. As of June 30, 2024, approximately 306,008 shares were available for future awards under the 2019 Plan. Our policy is to account for forfeitures of share-based compensation awards as they occur. A summary of compensation cost recognized for stock-based payment arrangements is as follows: | | | | | | | | | | | | | | | Three Months Ended June 30, | | Six Months Ended June 30, | (in thousands) | | 2024 | | 2023 | | 2024 | | 2023 | Compensation cost recognized: | | | | | | | | | | | | | Restricted stock, restricted stock units and stock-settled stock appreciation rights | | $ | 933 | | $ | 1,255 | | $ | 1,960 | | $ | 2,629 | Cash-settled stock appreciation rights and performance-based phantom units | | | (522) | | | (75) | | | (1,333) | | | 223 | Total stock-based compensation | | $ | 411 | | $ | 1,180 | | $ | 627 | | $ | 2,852 |
Time-based Restricted Stock and Restricted Stock Units We have granted time-based restricted stock and restricted stock units to key employees under the 2019 Plan. Time-based Restricted Stock In the first quarter of 2024, we granted time-based restricted stock awards that vest over one to three years. We recognize compensation expense on a straight-line basis over the vesting period. The fair value of restricted stock awards is determined based on the estimated fair market value of our shares on the grant date. As of June 30, 2024, there was $1.0 million in unrecognized compensation cost related to unvested restricted stock awards. This cost is expected to be recognized over a weighted-average period of 1.3 years. A summary of the status of our time-based restricted stock awards and of changes in our time-based restricted stock awards outstanding for the six months ended June 30, 2024 is as follows: | | | | | | | | | | Weighted | | | | | Average | | | | | Grant-Date | | | | | Fair Value | | | Shares | | Per Share | Outstanding at January 1, 2024 | | — | | $ | — | Granted | | 692,607 | | | 1.88 | Vested | | — | | | — | Forfeited | | — | | | — | Outstanding at June 30, 2024 | | 692,607 | | $ | 1.88 |
Time-based Restricted Stock Units We have granted one to three-year, time-vested restricted stock unit awards where each unit represents the right to receive, at the end of a vesting period, one share of ICD common stock. The fair value of time-based restricted stock unit awards is determined based on the estimated fair market value of our shares on the grant date. As of June 30, 2024, there was $1.4 million of total unrecognized compensation cost related to unvested time-based restricted stock unit awards. This cost is expected to be recognized over a weighted-average period of 0.5 years. A summary of the status of our time-based restricted stock unit awards and of changes in our time-based restricted stock unit awards outstanding for the six months ended June 30, 2024 is as follows: | | | | | | | | | | Weighted | | | | | Average | | | | | Grant-Date | | | | | Fair Value | | | RSUs | | Per Share | Outstanding at January 1, 2024 | | 753,180 | | $ | 4.10 | Granted | | — | | | — | Vested and converted | | (151,818) | | | 4.02 | Forfeited | | (4,221) | | | 4.13 | Outstanding at June 30, 2024 | | 597,141 | | $ | 4.12 |
Performance-Based and Market-Based Restricted Stock Units In the first quarter of 2023, we granted certain employees 299,411 three-year performance-based restricted stock unit awards with a market condition. Based on target shares of 173,570, a minimum of 0% and a maximum of 150% of the units could be awarded based upon the measurement of free cash flow (“FCF”) as measured against FCF performance goals determined by the compensation committee of our Board of Directors, during the three-year performance period of January 1, 2023 to December 31, 2025 and vest fully on the third anniversary of the date of the grant subject to continued employment. The payout of the awards will be further adjusted by a TSR multiplier that may adjust the payout between 85% and 115% based upon our relative total shareholder return for the three-year period ending on third anniversary of the date of grant compared to the relative total shareholder return of an eight-company peer group of oilfield service companies for the same period. As these awards are performance-based with a market condition, we utilized a Monte Carlo simulation model to determine grant date fair value per share. During the restriction period, the performance-based and market-based restricted stock unit awards may not be transferred or encumbered, and the recipient does not receive dividend equivalents or have voting rights until the units vest. As of June 30, 2024, there was $0.1 million of unrecognized compensation cost related to unvested performance-based and market-based restricted stock unit awards, which is expected to be recognized over a weighted-average period of 1.6 years. The assumptions used to value our FCF restricted stock unit awards on the grant date in the first quarter of 2023 were a risk-free interest rate of 4.15%, an expected volatility of 135.3% and an expected dividend yield of 0.0%. Based on the Monte Carlo simulation, these restricted stock unit awards were valued at $4.47. A summary of the status of our performance-based and market-based restricted stock unit awards and of changes in our restricted stock unit awards outstanding for the six months ended June 30, 2024 is as follows: | | | | | | | | | | Weighted | | | | | Average | | | | | Grant-Date | | | | | Fair Value | | | RSUs | | Per Share | Outstanding at January 1, 2024 | | 299,411 | | $ | 4.47 | Granted | | — | | | — | Vested and converted | | (1,987) | | | 4.47 | Forfeited | | (102,604) | | | 4.47 | Outstanding at June 30, 2024 | | 194,820 | | $ | 4.47 |
Phantom Units In the first quarter of 2024, we granted 279,630 three-year time-vested phantom unit awards where each unit represents the right to receive, at the end of a vesting period, the cash value of one share of ICD common stock. The phantom units are cash-settled awards and are accounted for as a liability classified award. The grant date fair value of the phantom units was $0.5 million. Compensation expense is recognized on a straight-line basis over the performance period, with the amount recognized fluctuating as a result of the phantom units being remeasured to fair value at the end of each reporting period due to their liability-award classification. We recognized $25.0 thousand and $41.0 thousand of compensation expense in the three and six months ended June 30, 2024, respectively. In the first quarter of 2024, we granted independent directors 66,664 one-year time-vested phantom unit awards where each unit represents the right to receive, at the end of a vesting period, the cash value of one share of ICD common stock. The phantom units are cash-settled awards and are accounted for as a liability classified award. The grant date fair value of the phantom units was $0.1 million. Compensation expense is recognized on a straight-line basis over the performance period, with the amount recognized fluctuating as a result of the phantom units being remeasured to fair value at the end of each reporting period due to their liability-award classification. We recognized $18.0 thousand and $29.0 thousand of compensation expense in the three and six months ended June 30, 2024, respectively. In the first quarter of 2024, we granted 1,306,415 three-year performance-based phantom units with a market condition. Based on target shares of 649,151, a minimum of 0% and a maximum of 175% of the units could be awarded based upon the measurement of free cash flow (“FCF”) as measured against FCF performance goals determined by the compensation committee of our Board of Directors, during the three-year performance period of January 1, 2024 to December 31, 2026 and vest fully on the third anniversary of the date of the grant subject to continued employment. The payout of the awards will be further adjusted by a TSR multiplier that may adjust the payout upward or downward by up to 15% based upon our relative total shareholder return for the three-year period ending on third anniversary of the date of grant compared to the relative total shareholder return of an eight-company peer group of oilfield service companies for the same period. The phantom units are cash-settled awards and are accounted for as a liability classified award. The grant date fair value of the phantom units at target was $1.2 million. Compensation expense is recognized on a straight-line basis over the performance period, with the amount recognized fluctuating as a result of the phantom units being remeasured to fair value at the end of each reporting period due to their liability-award classification. We recognized $27.0 thousand and $64.0 thousand of compensation expense in the three and six months ended June 30, 2024, respectively. In the first quarter of 2023, we granted 94,708 three-year time-vested phantom unit awards where each unit represents the right to receive, at the end of a vesting period, the cash value of one share of ICD common stock. In the first quarter of 2024, 32,544 shares vested and were cash-settled. As of June 30, 2024, there were 60,914 unvested shares outstanding. The phantom units are cash-settled awards and are accounted for as a liability classified award. The grant date fair value of the phantom units was $0.4 million. Compensation expense is recognized on a straight-line basis over the performance period, with the amount recognized fluctuating as a result of the phantom units being remeasured to fair value at the end of each reporting period due to their liability-award classification. We recognized $8.0 thousand and $13.0 thousand of compensation expense in the three and six months ended June 30, 2024, respectively. In the first quarter of 2023, we granted independent directors 41,665 one-year time-vested phantom unit awards where each unit represents the right to receive, at the end of a vesting period, the cash value of one share of ICD common stock. As of December 31, 2023, there were 33,332 unvested shares outstanding. In the first quarter of 2024, 33,332 shares vested. As of June 30, 2024, there were zero unvested shares outstanding. The phantom units are cash-settled awards and are accounted for as a liability classified award. The grant date fair value of the phantom units was $0.2 million. Compensation expense was recognized on a straight-line basis over the performance period, with the amount recognized fluctuating as a result of the phantom units being remeasured to fair value at the end of each reporting period due to their liability-award classification. We recognized zero and $6.0 thousand of credit to compensation expense in the three and six months ended June 30, 2024, respectively. In the first quarter of 2023, we granted 149,709 three-year performance-based phantom units with a market condition. Based on target shares of 86,789, a minimum of 0% and a maximum of 150% of the units could be awarded based upon the measurement of FCF as measured against FCF performance goals determined by the compensation committee of our Board of Directors, during the three-year performance period of January 1, 2023 to December 31, 2025 and vest fully on the third anniversary of the date of grant subject to continued employment. The payout of the awards will be further adjusted by a TSR multiplier that may adjust the payout between 85% and 115% based upon our relative total shareholder return for the three-year period ending on third anniversary of the date of grant compared to the relative total shareholder return of an eight-company peer group of oilfield service companies for the same period. In the first quarter of 2024, 1,389 shares were vested and 50,907 shares were forfeited. As of June 30, 2024, there were 97,413 unvested shares outstanding. The phantom units are cash-settled awards and are accounted for as a liability classified award. The grant date fair value of the phantom units was $0.3 million. Compensation expense is recognized on a straight-line basis over the performance period, with the amount recognized fluctuating as a result of the phantom units being remeasured to fair value at the end of each reporting period due to their liability-award classification. We recognized $3.0 thousand of credit and $6.0 thousand of compensation expense in the three and six months ended June 30, 2024, respectively. Time-Based Stock-Settled Stock Appreciation Rights In the second quarter of 2022, we granted time-based, stock-settled stock appreciation rights (“SARs”) to certain employees. The SARs have a term of seven years, an exercise price of $5.19 per share, and vested one-third on March 18, 2023 and in equal quarterly increments thereafter, until fully vested on March 18, 2025. Because these SARs are stock-settled, they are classified as an “equity award” which are measured at their fair value at the grant date and are fixed and not revalued unless the award is modified. The assumptions used in calculating the fair value of time-based stock-settled SARs as of the grant date were a risk-free interest rate of 3.03%, an expected volatility factor of 103.3% and an expected dividend yield of 0.0%. Changes to our time-based stock-settled SARs outstanding during the six months ended June 30, 2024 are as follows: | | | | | | | | | | Weighted Average | | | | | Grant Date | | | | | Fair Value | | | Stock-settled SARs | | Per Share | Outstanding at January 1, 2024 | | 1,421,740 | | $ | 2.83 | Granted | | — | | | — | Exercised | | — | | | — | Forfeited/Expired | | — | | | — | Outstanding at June 30, 2024 | | 1,421,740 | | $ | 2.83 | Exercisable at June 30, 2024 | | 1,066,305 | | $ | 2.83 | Non-vested at January 1, 2024 | | 592,391 | | $ | 2.83 | Vested | | (236,956) | | | 2.83 | Non-vested at June 30, 2024 | | 355,435 | | $ | 2.83 |
As of June 30, 2024, there was $1.1 million of unrecognized compensation cost related to time-based stock-settled SARs that is expected to be recognized over a weighted-average period of 0.4 years and weighted average remaining contractual life of 4.7 years. Time-Based Cash-Settled Stock Appreciation Rights In the first quarter of 2021, we granted time-based, cash-settled stock appreciation rights (“SARs”) to certain employees. The SARs have a term of seven years, an exercise price of $5.73 per share, with the market price upon exercise capped at $10.00 per share, and vest ratably on the first, second and third anniversaries of the date of grant. Because these SARs are cash-settled, they are classified as “liability-classified awards” which are remeasured at their fair value at the end of each reporting period until settlement. As of June 30, 2024 and December 31, 2023, we have recorded a liability, classified as “Accrued Liabilities” on our consolidated balance sheets, of $0.6 million and $2.1 million, respectively. Time-based, cash-settled SARs have no effect on dilutive shares or shares outstanding as any appreciation of our common stock over the exercise price is paid in cash and not in common stock. The fair value of time-based cash-settled SARs is revalued (mark-to-market) each reporting period using a Monte Carlo simulation model based on period-end stock price. Expected term of the SARs is calculated as the average of each vesting tranche’s midpoint between vesting date and expiration date plus the vesting period. Expected volatility is based on the historical volatility of our stock for the length of time corresponding to the expected term of the SARs. The risk-free interest rate is based on the U.S. treasury yield curve in effect as of the reporting date for the length of time corresponding to the expected term of the SARs. The following weighted-average assumptions were used in calculating the fair value of the time-based cash-settled SARs using the Monte Carlo simulation model: | | | | | | | | | Six Months Ended | | | Year Ended | | | | June 30, 2024 | | | December 31, 2023 | | Remaining term to maturity | | 3.6 years | | | 4.1 years | | Expected volatility factor | | 77.6 | % | | 119.5 | % | Expected dividend yield | | — | % | | — | % | Risk-free interest rate | | 4.41 | % | | 3.88 | % |
Changes to our time-based cash-settled SARs outstanding during the six months ended June 30, 2024 are as follows: | | | | | | | | | | Weighted Average | | | | | Exercise Price | | | Cash-settled SARs | | Per Share | Outstanding at January 1, 2024 | | 2,885,722 | | $ | 5.73 | Granted | | — | | | — | Exercised | | — | | | — | Forfeited/Expired | | — | | | — | Outstanding at June 30, 2024 | | 2,885,722 | | $ | 5.73 | Exercisable at June 30, 2024 | | 2,885,722 | | $ | 5.73 |
As of June 30, 2024, there was zero unrecognized compensation cost related to time-based cash-settled SARs.
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