Note 22 - Equity-based Compensation

12 Months Ended

Dec. 31, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

22. EQUITY-BASED COMPENSATION

The following table summarizes the amounts the Company recognized as equity-based compensation expense including restricted stock, restricted units, membership units of consolidated sponsor entities and stock options. These amounts are included as a component of compensation and benefits in the consolidated statements of operations. The remaining unrecognized compensation expense related to unvested awards at December 31, 2023 was $10,719 and the weighted average period of time over which this expense will be recognized is approximately 1.8 years. 

EQUITY-BASED COMPENSATION INCLUDED IN COMPENSATION AND BENEFITS

(Dollars in Thousands)

	For the Year Ended December 31,
	2023		2022		2021
Equity based compensation expense	$	4,391	$	4,390	$	15,718
Non equity-based compensation expense		47,701		45,900		69,330
Total compensation and benefits	$	52,092	$	50,290	$	85,048

The following table summarizes the equity-based compensation by plan.  Each plan is discussed in detail below.

DETAIL OF EQUITY-BASED COMPENSATION BY PLAN

(Dollars in Thousands)

	For the Year Ended December 31,
	2023		2022		2021
Restricted Stock or Units - 2006/2010 Plans	$	-	$	21	$	291
Restricted Stock or Units - 2020 Plan		4,391		4,369		2,359
Membership interests in consolidated sponsor entities		-		-		13,068
Total equity-based compensation expense	$	4,391	$	4,390	$	15,718

The Company’s 2020 Long-Term Incentive Plan – Restricted Common Stock, Restricted Units and Stock Options

On April 7, 2020, the board of directors of the Company adopted a long-term incentive plan (the “2020 Long Term Incentive Plan”), which was approved by the Company’s stockholders at the Company’s annual meeting on June 18, 2020. On April 1, 2021 and June 9, 2021, the board of directors and the Company stockholders, respectively, approved Amendment No. 1 to the 2020 Long-Term Incentive Plan, which increased the maximum number of shares of common stock available for issuance under the 2020 Long-Term Incentive Plan from 600,000 shares of common stock to 1,200,000 shares of common stock. On March 28, 2022 and June 2, 2022, the board of directors and the Company stockholders, respectively, approved Amendment No. 2, which increased, the maximum number of shares of common stock available for issuance under the 2020 Long-Term Incentive Plan, as amended, from 1,200,000 shares of common stock to 1,900,000 shares of common stock.  As of  December 31, 2023,579,391 shares remain available to be issued under the Company's 2020 Long-term Incentive Plan. No award may be granted under the 2020 Long Term Incentive Plan after April 7, 2030.

The Company's 2010 Long- Term-Incentive Plan and the AFN 2006 Equity Plan expired in 2020 and there are no shares available to be issued under these plans.

Membership Interests of Consolidated Sponsor Entities

Employees sometimes invest in the membership interests of consolidated SPAC sponsor entities.  Because these entities are consolidated and the employees are investing in the consolidated company's non-controlling interest, these equity interests fall under FASB ASC 718.  Generally, the employee invests a de minimis amount and receives an allocation of the founder shares held by the sponsor entity.  The investment generally does not have any explicit vesting criteria associated with it.  Generally, the employee's investment will be worthless if the SPAC in which the sponsor entity has invested is liquidated and it will become worth something if the SPAC completes its business combination.  Therefore, the Company treats these grants as having a performance condition (i.e. the completion of the SPAC business combination).  Further, at the time of the investments, the Company treats this performance condition as being non-probable.  The effect of this is that the Company records no expense related to these investments until (and only if) the business combination is completed.  Upon completion of the business combination, the Company records compensation expense in an amount equal to the fair value of the grant.  The fair value of the grant is equal to the public trading price of the SPAC on the grant date adjusted for certain sale restrictions imposed on the shares the employee receives (generally, the shares are restricted for sale for some time period and subject to certain hurdle prices before they become freely tradeable).  

RESTRICTED STOCK - SERVICE BASED VESTING

	Number of Shares of Restricted Stock			Weighted Average Grant Date Fair Value
Unvested at January 1, 2021		286,566		$	14.23
Granted		142,376			17.94
Vested		(62,649	)		7.59
Unvested at December 31, 2021		366,293			16.80
Granted		92,400			11.13
Vested		(117,634	)		14.08
Unvested at December 31, 2022		341,059			16.17
Granted		143,900			7.57
Vested		(113,301	)		17.18
Forfeiture		(4,167	)		(11.65	)
Unvested at December 31, 2023		367,491			12.54

OPERATING LLC RESTRICTED UNITS - SERVICE BASED VESTING

	Number of Restricted Units			Weighted Average Grant Date Fair Value
Unvested at January 1, 2021		2,783,080		$	1.46
Granted		4,617,000			2.07
Vested		(529,050	)		0.62
December 31, 2021		6,871,030			1.46
Granted		422,000			1.93
Vested		(751,540	)		0.85
Unvested at December 31, 2022		6,541,490			1.35
Granted		422,000			0.68
Vested		(1,438,160	)		1.97
Unvested at December 31, 2023		5,525,330		$	1.82

During the years ended December 31, 2023, 2022, and 2021, the total fair value of all equity awards vested in each year based on the fair market value of the Common Stock on the vesting date was $2,249, $2,899, and $1,999, respectively.

The restricted shares and restricted units of Common Stock typically may vest either quarterly, annually, or at the end of a specified term on a straight-line basis over the remaining term of the awards, assuming the recipient is continuing in service to the Company at such date, and, in the case of performance-based equity awards, the performance thresholds have been attained. In the case of director grants, the equity awards have no performance or service conditions.  In the cases of graded vesting, the Company typically expenses the grant on a straight-line basis if only service conditions are present but expenses on a graded basis if performance-based conditions are present.

SPONSOR ENTITY MEMBERSHIP UNITS - PERFORMANCE BASED VESTING

	Membership Units			Weighted Average Grant Date Fair Value
Unvested at January 1, 2021		3,272,500		$	9.98
Granted		-			-
Vested		(1,309,000	)		9.99
Forfeited		(231,000	)		9.99
December 31, 2021		1,732,500			9.97
Granted		-			-
Vested		-			-
Forfeited		(1,732,500	)		9.97
Unvested at December 31, 2022		-			-
Granted		-			-
Vested		-			-
Forfeited		-			-
Unvested at December 31, 2023		-		$	-

During the years ended December 31, 2023, 2022, and 2021, the total fair value of all equity awards vested in each year based on the fair market value of the membership units on the vesting date was $0, $0, and $13,361, respectively.