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OWNERS' EQUITY
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
OWNERS' EQUITY

10.

OWNERS’ EQUITY

Capital Stock

Effective as of the C-Corporation Conversion, the Company was authorized to issue two classes of capital stock: common stock, $0.01 par value per share (“Common Stock”) and preferred stock, $0.01 par value per share (“Preferred Stock”).

At June 30, 2020, 117,794,520 shares of Common Stock were issued and outstanding and no shares of Preferred Stock were issued or outstanding. At June 30, 2020, there were 82,205,480 shares of Common Stock available for issuance, including 2,472,179 shares available for issuance as stock-based incentive compensation under the Company’s long-term incentive plan (the “Plan”), and 10,000,000 shares of Preferred Stock available for issuance. On May 5, 2020, the Company’s Board approved the second amendment (the “Amendment”) to the Plan, which increased the number of shares of the Company’s common stock reserved for delivery under the Plan by 1,375,000 shares, provided that such additional shares may not be delivered pursuant to awards under the Plan unless and until the increase is approved by the stockholders of the Company, and any awards under the Plan with respect to such additional shares will be expressly conditioned upon receipt of such approval. The Company plans to submit the Plan, as so amended, to its stockholders for their approval at the 2020 annual meeting of stockholders.

Stock-based Compensation

The Plan permits the granting of awards covering a total of 9,875,000 common units of the Company. A “unit” under the Plan is defined as a common unit of the Company and such other securities as may be substituted or resubstituted for common units of the Company, including but not limited to shares of the Company’s common stock. The Plan is intended to promote the interests of the Company by providing to employees, consultants and directors of the Company incentive compensation awards to encourage superior performance and enhance the Company’s ability to attract and retain the services of individuals who are essential for its growth and profitability and to encourage them to devote their best efforts to advancing the Company’s business.

Non-qualified Stock Options

On December 18, 2019, the Compensation Committee approved the granting of options to employees of the Company, including certain members of senior management, to purchase an aggregate of 5.5 million common shares at an exercise price of $1.20 per share. The option awards vest in three equal annual installments on each December 18 (or first business day thereafter) commencing on December 18, 2020, provided that the recipient remains employed by the Company. The Company measured the option awards at their grant-date fair value utilizing the Black-Scholes model and will recognize stock compensation expense on a straight-line basis over the weighted-average service period, which is expected to be three years. The option awards expire no later than 10 years from the date of grant.

A rollforward of stock options as of June 30, 2020 is as follows:

 

 

Number of Stock Options

 

 

Weighted Average Grant Date Fair Value

 

 

Weighted Average Exercise Price

 

Total outstanding at December 31, 2019

 

 

5,500,000

 

 

$

0.34

 

 

$

1.20

 

Options granted

 

 

 

 

 

 

 

 

 

Options exercisable

 

 

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

 

 

 

 

Options forfeited

 

 

(225,000

)

 

 

0.34

 

 

 

1.20

 

Options expired

 

 

 

 

 

 

 

 

 

Total outstanding at June 30, 2020

 

 

5,275,000

 

 

$

0.34

 

 

$

1.20

 

For the three and six months ended June 30, 2020, non-cash stock compensation expense related to stock options was $0.1 million and $0.3 million, respectively. As of June 30, 2020, total unrecognized compensation cost related to unvested stock options was $1.5 million, which the Company expects to recognize over the remaining weighted-average period of 2.5 years.

Assumptions used in calculating the fair value of the stock options granted are summarized below:

 

 

2019 Options Granted

 

Valuation assumptions:

 

 

 

 

Expected dividend yield

 

None

 

Expected volatility

 

 

23.41

%

Expected term (years)

 

 

6.0

 

Risk-free interest rate

 

 

1.78

%

Weighted average:

 

 

 

 

Exercise price per stock option

 

$

1.20

 

Market price per share

 

$

1.23

 

Weighted average fair value per stock option

 

$

0.34

 

Phantom Unit and Restricted Unit Awards

A rollforward of phantom unit and restricted unit awards as of June 30, 2020 is as follows:

 

 

Number of Phantom Unit and Restricted Unit Awards

 

 

Weighted Average Grant Date Fair Value

 

Total non-vested at December 31, 2019

 

 

559,218

 

 

$

3.67

 

Units issued

 

 

54,881

 

 

 

0.73

 

Units vested

 

 

(93,750

)

 

 

3.88

 

Units forfeited

 

 

 

 

 

 

Total non-vested at June 30, 2020

 

 

520,349

 

 

$

3.32

 

For the three months ended June 30, 2020 and 2019, the Company recognized $0.2 million and $2.3 million, respectively, of non-cash stock compensation expense related to phantom unit and restricted unit awards into earnings. For the six months ended June 30, 2020 and 2019, the Company recognized $0.4 million and $2.6 million, respectively, of non-cash stock compensation expense related to phantom unit and restricted unit awards into earnings. As of June 30, 2020, total unamortized compensation cost related to unvested restricted stock awards was $1.4 million, which the Company expects to recognize over the remaining weighted-average period of 2 years.