EQUITY-BASED COMPENSATION | NOTE N—EQUITY-BASED COMPENSATION In July 2011, we adopted the U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan (the “2011 Plan”), which was amended and restated in May 2015 and amended and restated effective February 1, 2020. The 2011 Plan provides for grants of stock options, restricted stock, performance share units and other incentive-based awards. We believe our 2011 Plan aligns the interests of our employees and directors with those of our common stockholders. At September 30, 2020, we have 3,787,156 shares of common stock that may be issued under the 2011 Plan. We use a combination of treasury stock and new shares if necessary to satisfy option exercises or vesting of restricted awards and performance share units. Stock Options The following table summarizes the status of, and changes in, our stock option awards during the nine months ended September 30, 2020: Number of Weighted Aggregate Intrinsic Value Weighted Outstanding at December 31, 2019 826,658 $ 28.97 $ 11,557 4.1 years Granted — $ — $ — Exercised — $ — $ — Forfeited (443) $ 32.41 $ — Expired — $ — $ — Outstanding at September 30, 2020 826,215 $ 29.05 $ — 3.3 years Exercisable at September 30, 2020 826,215 $ 29.05 $ — 3.3 years There were no grants of stock options during the three and nine months ended September 30, 2020 and 2019. There were zero stock options exercised during the three and nine months ended September 30, 2020, respectively. There were zero and 10,000 stock options exercised during the three and nine months ended September 30, 2019. The total intrinsic value of stock options exercised was $12 thousand for the nine months ended September 30, 2019. Cash received from stock options exercised during the nine months ended September 30, 2019 was $128 thousand. The tax benefit realized from stock option exercises was $3 thousand for the nine months ended September 30, 2019. As of September 30, 2020 and 2019, there was no unrecognized compensation expense related to these options. We account for forfeitures as they occur. Restricted Stock and Restricted Stock Unit Awards The following table summarizes the status of, and changes in, our unvested restricted stock awards during the nine months ended September 30, 2020: Number of Shares Grant Date Weighted Unvested, December 31, 2019 1,020,248 $ 15.86 Granted 1,541,473 $ 4.13 Vested (490,414) $ 16.61 Forfeited (281,134) $ 10.54 Unvested, September 30, 2020 1,790,173 $ 6.45 We granted 49,696 and 1,541,473 restricted stock and restricted stock unit awards during the three and nine months ended September 30, 2020, respectively. We granted 34,790 and 791,903 restricted stock and restricted stock unit awards during the three and nine months ended September 30, 2019, respectively. The fair value of the awards was based on the market price of our stock at date of grant. We recognized $2.7 million and $6.6 million of equity-based compensation expense related to restricted stock awards during the three and nine months ended September 30, 2020, respectively. We recognized $2.0 million and $6.4 million of equity-based compensation expense related to restricted stock awards during the three and nine months ended September 30, 2019, respectively. As of September 30, 2020, there was $8.0 million of unrecognized compensation expense related to these restricted stock awards, which is expected to be recognized over a weighted-average period of 1.7 years. We also granted zero and 335,039 awards, which included 58,246 forfeited and partially vested awards, during the three and nine months ended September 30, 2020, respectively. These awards will vest over a period of three years and will be settled in cash. As such, these awards have been classified as liability instruments. We recognized $0.1 million and $0.2 million of expense related to these awards for the three and nine months ended September 30, 2020, respectively. The liability for these awards is included in accounts payable and other accrued expenses on our balance sheets. These awards will be remeasured at fair value each reporting period with resulting changes reflected in our income statements. Estimated unrecognized expense related to these awards is $0.7 million over a period of 2.4 years. Performance Share Unit Awards The following table summarizes the status of, and changes in, our performance share unit awards during the nine months ended September 30, 2020: Number of Shares Grant Date Weighted Unvested, December 31, 2019 838,722 $ 18.00 Granted 1,020,161 $ 9.94 Vested — $ — Forfeited/Cancelled (341,221) $ 25.88 Unvested, September 30, 2020 1,517,662 $ 14.28 We granted zero and 1,020,161 performance share units during the three and nine months ended September 30, 2020, respectively. We granted zero and 607,130 performance share units during the three and nine months ended September 30, 2019, respectively. The grant date fair value for these awards was estimated using a Monte Carlo simulation model. The Monte Carlo simulation model requires the use of highly subjective assumptions. Our key assumptions in the model included the price and the expected volatility of our common stock and our self-determined peer group companies’ stock, risk-free rate of interest, dividend yields and cross-correlations between our common stock and our self-determined peer group companies' stock. We recognized $2.7 million and $5.7 million of compensation expense related to performance share unit awards during the three and nine months ended September 30, 2020, respectively. We recognized $1.8 million and $4.3 million of compensation expense related to performance share unit awards during the three and nine months ended September 30, 2019, respectively. As of September 30, 2020, there was $10.8 million of unrecognized compensation expense related to these performance share unit awards, which is expected to be recognized over a weighted-average period of 1.9 years. We also granted cash awards during the nine months ended September 30, 2020. These awards will vest over a period of three years and will be settled in cash. As such, these awards have been classified as liability instruments. We recognized $0.7 million of expense related to these awards for the nine months ended September 30, 2020. The liability for these awards is included in accounts payable and other accrued expenses on our balance sheets. These awards will be remeasured at fair value each reporting period with resulting changes reflected in our income statements. Estimated unrecognized expense related to these awards is $1.5 million over a period of 2.4 years. |