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EQUITY-BASED COMPENSATION | 9 Months Ended
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Sep. 30, 2023
Share-Based Payment Arrangement [Abstract] |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION 2021 Equity Incentive Plan On March 17, 2021, our stockholders approved the PureCycle Technologies, Inc. 2021 Equity and Incentive Compensation Plan (the “Plan”). The Plan provides for the grant of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance units, dividend equivalents, and certain other awards. In general, the amount of shares issuable under the Plan will be automatically increased on the first day of each fiscal year, beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 3% of the shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year and (b) such smaller number of shares as determined by the Board of Directors (the “Board”) of the Company. As of September 30, 2023, approximately 17.0 million shares of common stock are currently authorized for issuance under the Plan, of which approximately 8.9 million shares remain available for issuance under the Plan (assuming maximum performance with respect to the applicable performance goals applicable to the issued Plan awards). Restricted Stock Agreements RSUs issued pursuant to the Plan are time-based and vest over the period defined in each individual grant agreement or upon a change of control event as defined in the Plan. The Company recognizes compensation expense for the shares equal to the fair value of the equity-based compensation awards and is recognized on a straight-line basis over the vesting period of such awards. The fair value of the awards is equal to the fair value of the Company’s common stock at the date of grant. The Company has the option to repurchase all vested shares upon a stockholder’s termination of employment or service with the Company. A summary of restricted stock activity for the nine months ended September 30, 2023 and 2022 is as follows (in thousands except per share data):
| Number of RSUs |  | Weighted average grant date fair value |  | Weighted average remaining recognition period
Non-vested at December 31, 2021 | 2,671 |  | $ | 14.33 |  |  | 3.4
Granted | 1,395 |  | 7.61 |  |
Vested | (872) |  | 6.47 |  |
Forfeited | (441) |  | 9.78 |  |
Non-vested at September 30, 2022 | 2,753 |  |  | $ | 11.52 |  |  | 2.9
| Number of RSUs |  | Weighted average grant date fair value |  | Weighted average remaining recognition period
Non-vested at December 31, 2022 | 2,760 |  | $ | 11.92 |  |  | 2.7
Granted | 1,254 |  | 6.22 |  |
Vested | (716) |  | 11.69 |  |
Forfeited | (114) |  | 10.24 |  |
Non-vested at September 30, 2023 | 3,184 |  |  | $ | 9.75 |  |  | 2.4
Equity-based compensation cost is recorded within the selling, general and administrative expenses in the condensed consolidated statements of comprehensive income (loss), and totaled approximately $2.8 million and $8.1 million for the three and nine months ended September 30, 2023, respectively, and $2.4 million and $8.7 million for the three and nine months ended September 30, 2022, respectively. Stock Options The stock options issued pursuant to the Plan are time-based and vest over the period defined in each individual grant agreement or upon a change of control event as defined in the Plan. The Company recognizes compensation expense for the shares equal to the fair value of the equity-based compensation awards and is recognized on a straight-line basis over the vesting period of such awards. The fair value of the stock is estimated on the date of grant using the Black-Scholes option-pricing model using the following assumptions:
| September 30, 2023 |  | September 30, 2022
Expected annual dividend yield | — | % |  | — | %
Expected volatility | 77.30 | % |  | — | %
Risk-free rate of return | 3.54 | % |  | — | %
Expected option term (years) | 6.50 |  | — |
The expected term of the shares granted is determined based on the period of time the shares are expected to be outstanding. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility was based on the Company’s capital structure and volatility of similar entities referred to as guideline companies. In determining similar entities, the Company considered industry, stage of life cycle, size and financial leverage. The dividend yield on the Company’s shares is assumed to be zero as the Company has not historically paid dividends. The fair value of the underlying Company shares was determined using the Company’s closing stock price on the grant date. A summary of stock option activity for the nine months ended September 30, 2023 and 2022 is as follows (in thousands except per share data):
| Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (Years)
Balance, December 31, 2021 | 613 |  | $ | 28.90 |  |  | 6.2
Granted | — |  | — |  |
Exercised | — |  | — |  |
Forfeited | — |  | — |  |
Balance, September 30, 2022 | 613 |  | $ | 28.90 |  |  | 4.3
| Number of Options |  | Weighted Average Exercise Price |  | Weighted Average Remaining Contractual Term (Years)
Balance, December 31, 2022 | 613 |  | $ | 28.90 |  |  | 4.0
Granted | 459 |  | 5.72 |  | 10.0
Exercised | — |  | — |  |
Forfeited | (5) |  | 5.72 |  |
Balance, September 30, 2023 | 1,067 |  | $ | 19.03 |  |  | 5.9
Exercisable | 613 |  |  |  |
Equity-based compensation cost is recorded within the selling, general and administrative expenses within the condensed consolidated statements of comprehensive income (loss) and was not material for the three and nine months ended September 30, 2023 and 2022. The weighted average grant-date fair values of options granted during the nine months ended September 30, 2023 and 2022 were $4.07 and $0, respectively. There were no stock options exercised during 2023 or 2022. Performance-Based Restricted Stock Agreements The shares issued pursuant to the Performance-Based Restricted Stock Agreements vest depending on if the performance obligations are met. In general, the performance-based stock units (“Performance PSUs”) will be earned based on achievement of pre-established financial and operational performance objectives and will vest on the date the attainment of such performance objectives as determined by the Compensation Committee (the “Committee”) of the Board, subject to the participant’s continued employment with the Company. The Company has also issued performance-based stock units that vest if the market price of the Company’s common stock exceeds a defined target during the performance period (“Market PSUs”, together with the Performance PSUs, the “PSUs”). The Company issued 0.4 million and 1.0 million PSUs for the nine months ended September 30, 2023, and 2022, respectively. As of September 30, 2023, the performance-based provision has not been achieved for any of the outstanding performance-based awards. The Company recognizes compensation expense for the Performance PSUs equal to the fair value of the equity-based compensation awards and is recognized on a straight-line basis over the vesting period of such awards as the Company has concluded the performance condition is probable to be met. The fair value of the awards is equal to the fair value of the Company’s common stock at the date of grant. A summary of the PSU activity for the nine months ended September 30, 2023 and 2022 is as follows (in thousands except per share data):
| Number of PSUs |  | Weighted average grant date fair value |  | Weighted average remaining recognition period
Balance, December 31, 2021 | 424 |  | $ | 18.65 |  |  | 2.0
Granted | 1,020 |  | 7.53 |  | —
Vested | — |  | — |  | —
Forfeited | (382) |  | 10.59 |  | —
Balance, September 30, 2022 | 1,062 |  | $ | 10.86 |  |  | 1.9
| Number of PSUs |  | Weighted average grant date fair value |  | Weighted average remaining recognition period
Balance, December 31, 2022 | 1,060 |  | $ | 10.87 |  |  | 1.7
Granted | 416 |  | 6.08 |  | —
Vested | — |  | — |  | —
Forfeited | (11) |  | 6.84 |  | —
Balance, September 30, 2023 | 1,465 |  | $ | 9.53 |  |  | 1.5
Equity-based compensation cost is recorded within the selling, general and administrative expenses within the consolidated statements of comprehensive income (loss), and was not material for the three and nine months ended September 30, 2023 and 2022.

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