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Long-Term Incentive Plans
3 Months Ended
Mar. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Long-Term Incentive Plans

Note 11. Long-Term Incentive Plans

In May 2017, Legacy Amplify implemented the Management Incentive Plan (the “Legacy Amplify MIP”). In connection with the closing of the Merger, on August 6, 2019, the Company assumed the Legacy Amplify MIP.

Restricted Stock Units

Restricted Stock Units with Service Vesting Condition

The restricted stock units with service vesting conditions (“TSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost associated with the TSUs was $0.8 million at March 31, 2020. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.7 years.

The following table summarizes information regarding the TSUs granted under the Legacy Amplify MIP for the period presented:

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average Grant

 

 

Number of

 

 

Date Fair Value

 

 

Units

 

 

per Unit (1)

 

TSUs outstanding at December 31, 2019

 

291,370

 

 

$

5.18

 

Granted (2)

 

18,250

 

 

$

6.61

 

Forfeited

 

(1,244

)

 

$

5.12

 

Vested

 

(2,411

)

 

$

5.12

 

TSUs outstanding at March 31, 2020

 

305,965

 

 

$

5.27

 

 

 

(1)

Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

 

(2)

The aggregate grant date fair value of TSUs issued for the three months ended March 31, 2020 was $0.1 million based on a grant date market price of $6.61 per share.

Restricted Stock Units with Market and Service Vesting Conditions

The restricted stock units with market and service vesting conditions (“PSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a graded-vesting basis. As such, the Company recognizes compensation cost over the requisite service period for each separately vesting tranche of the award as though the award were, in substance, multiple awards. The Company accounts for forfeitures as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost related to the PSUs was $0.1 million at March 31, 2020. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.5 years.

The PSUs will vest based on the satisfaction of service and market vesting conditions with market vesting based on the Company’s achievement of certain share price targets. The PSUs are subject to service-based vesting such that 50% of the PSUs service vest on the applicable market vesting date and an additional 25% of the PSUs service vest on each of the first and second anniversaries of the applicable market vesting date.

In the event of a qualifying termination, subject to certain conditions, (i) all PSUs that have satisfied the market vesting conditions will fully service vest, upon such termination, and (ii) if the termination occurs between the second and third anniversaries of the grant date, then PSUs that have not market vested as of the termination will market vest to the extent that the share targets (in each case, reduced by $0.25) are achieved as of such termination. Subject to the foregoing, any unvested PSUs will be forfeited upon termination of employment.

A Monte Carlo simulation was used in order to determine the fair value of these awards at the grant date.

The assumptions used to estimate the fair value of the PSUs are as follows:

Share price targets

$

12.50

 

 

$

15.00

 

 

$

17.50

 

 

 

 

 

 

 

 

 

 

 

 

 

Risk-free interest rate:

 

 

 

 

 

 

 

 

 

 

 

Awards Issued on January 1, 2020

 

1.61

%

 

 

1.61

%

 

 

1.61

%

 

 

 

 

 

 

 

 

 

 

 

 

Dividend yield

 

12.1

%

 

 

12.1

%

 

 

12.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Expected volatility:

 

 

 

 

 

 

 

 

 

 

 

Awards Issued on January 1, 2020

 

60.0

%

 

 

60.0

%

 

 

60.0

%

 

 

 

 

 

 

 

 

 

 

 

 

Calculated fair value per PSU:

 

 

 

 

 

 

 

 

 

 

 

Awards Issued on January 1, 2020

$

3.66

 

 

$

2.98

 

 

$

2.46

 

The following table summarizes information regarding the PSUs granted under the Legacy Amplify MIP for the period presented:

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average Grant

 

 

Number of

 

 

Date Fair Value

 

 

Units

 

 

per Unit (1)

 

PSUs outstanding at December 31, 2019

 

305,893

 

 

$

2.15

 

Granted (2)

 

18,250

 

 

$

3.03

 

Forfeited

 

(1,866

)

 

$

2.11

 

Vested

 

 

 

$

 

PSUs outstanding at March 31, 2020

 

322,277

 

 

$

2.20

 

 

 

(1)

Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

 

(2)

The aggregate grant date fair value of PSUs issued for the three months ended March 31, 2020 was less than $0.1 million based on a calculated fair value price ranging from $2.46 to $3.66 per share.

2017 Non-Employee Directors Compensation Plan

In June 2017, Legacy Amplify implemented the 2017 Non-Employee Directors Compensation Plan (“Legacy Amplify Non-Employee Directors Compensation Plan”) to attract and retain the services of experienced non-employee directors of Legacy Amplify or its subsidiaries. In connection with the closing of the Merger, on August 6, 2019, the Company assumed the Legacy Amplify Non-Employee Directors Compensation Plan.

The restricted stock units with a service vesting condition (“Board RSUs”) are accounted for as equity-classified awards. The grant-date fair value is recognized as compensation cost on a straight-line basis over the requisite service period and forfeitures are accounted for as they occur. Compensation costs are recorded as general and administrative expense. The unrecognized cost associated with restricted stock unit awards was less than $0.1 million at March 31, 2020. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 2.0 years.

The following table summarizes information regarding the Board RSUs granted under the Legacy Amplify Non-Employee Directors Compensation Plan for the period presented:

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average Grant

 

 

Number of

 

 

Date Fair Value

 

 

Units

 

 

per Unit (1)

 

Board RSUs outstanding at December 31, 2019

 

16,157

 

 

$

5.12

 

Granted

 

 

 

$

 

Forfeited

 

 

 

$

 

Vested

 

 

 

$

 

Board RSUs outstanding at March 31, 2020

 

16,157

 

 

$

5.12

 

 

 

(1)

Determined by dividing the aggregate grant date fair value of awards by the number of awards issued.

Compensation Expense

The following table summarizes the amount of recognized compensation expense associated with the Legacy Amplify MIP and Legacy Amplify Non-Employee Directors Compensation Plan, which are reflected in the accompanying Unaudited Condensed Statements of Consolidated Operations for the periods presented (in thousands):

 

For the Three Months Ended

 

 

March 31,

 

 

2020

 

 

2019

 

Equity classified awards

 

 

 

 

 

 

 

TSUs

$

131

 

 

$

669

 

PSUs

 

37

 

 

 

396

 

Board RSUs

 

5

 

 

 

113

 

 

$

173

 

 

$

1,178