Annual report pursuant to Section 13 and 15(d)

Equity Based Compensation

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Equity Based Compensation
12 Months Ended
Dec. 31, 2019
Share-based Payment Arrangement [Abstract]  
Equity Based Compensation
Equity Based Compensation
Upon formation of certain operating entities by Wexford, Gulfport and Rhino, specified members of management (the “Specified Members”) and certain non-employee members (the “Non-Employee Members”) were granted the right to receive distributions from the operating entities after the contribution member’s unreturned capital balance was recovered (referred to as “Payout” provision).

On November 24, 2014, the awards were modified in conjunction with the contribution of the operating entities to Mammoth Inc. These awards were not granted in limited or general partner units. The awards are for interests in the distributable earnings of the members of MEH Sub, Mammoth Inc.’s majority equity holder.

On the IPO closing date, the unreturned capital balance of Mammoth Inc.'s majority equity holder was not fully recovered from its sale of common stock in the IPO. As a result, Payout did not occur and no compensation cost was recorded.

On June 29, 2018, as part of an underwritten secondary public offering, MEH Sub sold 2,764,400 shares of the Company’s common stock at a purchase price to MEH Sub of $38.01 per share. Additionally, the selling stockholders granted the underwriters an option to purchase additional shares of the Company's common stock at the same purchase price. On July 30, 2018, in connection with the partial exercise of this option, MEH Sub sold an additional 266,026 shares of common stock to the underwriters. MEH Sub received the proceeds from this offering. As a result of the June 29, 2018 offering, a portion of the Non-Employee Member awards reached Payout. During the year ended December 31, 2018, the Company recognized equity compensation expense totaling $17.5 million related to these non-employee awards. These awards are at the sponsor level and this transaction had no dilutive impact or cash impact to the Company.

Payout for the remaining awards is expected to occur as the contribution member's unreturned capital balance is recovered from additional sales by MEH Sub of its shares of the Company's common stock or from dividend distributions, which is not considered probable until the event occurs. For the Specified Member awards, the unrecognized amount, which represents the fair value of the award as of the modification dates or grant date, was $5.6 million.

The Company adopted ASU 2018-07 as of January 1, 2019. This ASU aligns the accounting for non-employee share-based compensation with the requirements for employee share-based compensation. The standard required non-employee awards to be measured at fair value as of the date of adoption. For the Company's Non-Employee Member awards, the unrecognized amount, which represents the fair value of the awards as of the date of adoption of ASU 2018-07 was $18.9 million.
Stock-Based Compensation
The 2016 Plan authorizes the Company's Board of Directors or the compensation committee of the Company's Board of Directors to grant incentive restricted stock, restricted stock unit, stock appreciation rights, stock options and performance awards. There are 4.5 million shares of common stock reserved for issuance under the 2016 Plan.

Restricted Stock Units

The fair value of restricted stock unit awards was determined based on the fair market value of the Company's common stock on the date of the grant. This value is amortized over the vesting period. Forfeitures are recognized as they occur.
A summary of the status and changes of the unvested shares of restricted stock units under the 2016 Plan is presented below.
 
 
Number of Unvested Restricted Stock Units
 
Weighted Average Grant-Date Fair Value
Unvested restricted stock units as of January 1, 2017
 
282,780

 
$
14.98

Granted
 
460,185

 
$
20.72

Vested
 
(97,890
)
 
$
15.07

Forfeited
 
(4,443
)
 
$
15.00

Unvested restricted stock units as of December 31, 2017
 
640,632

 
$
19.44

Granted
 
103,556

 
$
27.74

Vested
 
(270,069
)
 
$
19.26

Forfeited
 
(40,000
)
 
$
20.68

Unvested restricted stock units as of December 31, 2018
 
434,119

 
$
22.78

Granted
 
101,181

 
$
6.83

Vested
 
(231,896
)
 
$
22.45

Forfeited
 
(82,163
)
 
$
18.55

Unvested restricted stock units as of December 31, 2019
 
221,241

 
$
22.43



As of December 31, 2019, there was $1.2 million of total unrecognized compensation cost related to the unvested restricted stock. The cost is expected to be recognized over a weighted average period of approximately eleven months.

Included in cost of revenue and selling, general and administrative expenses is stock-based compensation expense of $4.2 million, $5.4 million and $3.7 million, respectively, for the years ended December 31, 2019, 2018 and 2017.