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Equity-based Awards
12 Months Ended
Dec. 31, 2021
Equity-based Awards  
Equity-based Awards.

Note 11. Equity-based Awards

In May 2021, the Company shareholders approved a new Equity Incentive Plan (“EIP”) in which the Legacy Amplify Management Incentive Plan (the “Legacy Amplify MIP”) and the Legacy Amplify 2017 Non-Employee Directors Compensation Plan (the “Legacy Amplify Non-Employee Directors Compensation Plan”) were replaced by the EIP and no further awards will be allowed to be granted under the Legacy Amplify MIP or the Legacy Amplify Non-Employee Directors Compensation Plan.

EIP awards and Legacy Amplify MIP awards are granted in the form of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance awards, stock awards and other incentive awards. To the extent that an award under the EIP or Legacy Amplify MIP is expired, forfeited or canceled for any reason without having been exercised in full, the unexercised award would then be available again for future grants under the EIP. The EIP is administered by the board of directors of the Company. At December 31, 2021, the Company had 2,789,054 shares remaining available for issuance under the EIP.

Restricted Stock Units

Restricted Stock Units with Service Vesting Condition

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 TSUs was $2.5 million at December 31, 2021. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of 2.0 years.

The following table summarizes information regarding the TSUs granted under the EIP and 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)

 

43,250

$

3.10

Forfeited

 

(93,845)

$

5.12

Vested

 

(124,978)

$

5.17

TSUs outstanding at December 31, 2020

 

115,797

$

4.47

Granted (3)

 

1,083,644

$

3.65

Forfeited

 

(52,601)

$

3.73

Vested

 

(72,420)

$

4.74

TSUs outstanding at December 31, 2021

 

1,074,420

$

3.66

(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 year ended December 31, 2020 was $0.1 million based on a grant date market price ranging from $0.54 to $6.61 per share.
(3)The aggregate grant date fair value of TSUs issued for the year ended December 31, 2021 was $4.0 million based on a grant date market price ranging from $3.52 to $4.66 per share.

Restricted Stock Units with Market and Service Vesting Conditions

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 less than $0.1 million at December 31, 2021. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.2 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 to determine the fair value of these awards at the grant date.

The following table summarizes information regarding the PSUs granted under EIP and 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)

 

43,250

$

3.03

Forfeited

 

(134,589)

$

2.11

Vested

 

$

PSUs outstanding at December 31, 2020

 

214,554

$

2.36

Granted

 

$

Forfeited

 

(148,614)

$

2.13

Vested

 

$

PSUs outstanding at December 31, 2021

 

65,940

$

2.87

(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 year ended December 31, 2020 was $0.1 million based on a calculated fair value price ranging from $2.46 to $3.66 per share.

Restricted Stock Units with Market Vesting Conditions

The restricted stock units with performance-based vesting conditions (“PRSUs”) 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 PRSUs are issued collectively in separate tranches with individual performances periods beginning in January 2021, 2022, and 2023 respectively. For each of the performance periods the awards will vest based on the percentage of the target PRSUs subject to the performance vesting condition with 25% able to vest during the period January 1, 2021 through December 31, 2021; 25% able to vest during the period January 1, 2022 through December 31, 2022 and 50% able to vest during the period of January 1, 2023 through December 31, 2023. Vesting of PRSUs can range from zero to 200% of the target units granted based on the Company’s relative total shareholder return as compared to the total shareholder return of the Company’s performance peer group over the performance period. The fair value of each PRSU award was estimated on their grant dates using a Monte Carlo simulation. The unrecognized cost associated with the PRSUs was $0.2 million at December 31, 2021. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.8 years.

The ranges for the assumptions used in the Monte Carlo model for the PRSUs granted are presented as follows:

2021

Expected volatility

119.6

%

Dividend yield

0.00

%

Risk-free interest rate

0.31

%

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

    

    

Weighted-

Average Grant-

Number of

Date Fair Value

Units

per Unit (1)

PRSUs outstanding at December 31, 2020

 

$

Granted (2)

 

196,377

$

1.94

Forfeited

 

$

Vested

 

$

PRSUs outstanding at December 31, 2021

 

196,377

$

1.94

(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 PRSUs issued for the year ended December 31, 2021 was $0.4 million based on a calculated fair value price ranging from $1.24 to $2.63 per share.

2017 Non-Employee Directors Compensation Plan

As noted above, the Legacy Amplify Non-Employee Directors Compensation Plan was replaced by the EIP in May 2021.

The Legacy Amplify Non-Employee Directors Compensation Plan awards were granted in the form of nonqualified stock options, restricted stock awards, restricted stock units, and other cash-based awards and stock-based awards. To the extent that an award under the Legacy Amplify Non-Employee Directors Compensation Plan is expired, forfeited or canceled for any reason without having been exercised in full, the unexercised award would then be available again for grant under the Legacy Amplify Non-Employee Directors Compensation Plan. Awards granted generally vest annually in three equal installments on each of the first three anniversaries of the grant date, subject to the grantee’s continued employment through each such vesting date.

The restricted stock units with a service vesting condition (“Board RSUs”) granted 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 Board RSUs was less than $0.1 million at December 31, 2021. The Company expects to recognize the unrecognized compensation cost for these awards over a weighted-average period of 0.3 years.

The following table summarizes information regarding the Board RSUs granted under the Director 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

 

(7,259)

$

5.12

Board RSUs outstanding at December 31, 2020

 

8,898

$

5.12

Granted

 

$

Forfeited

 

$

Vested

 

(5,565)

$

5.12

Board RSUs outstanding at December 31, 2021

 

3,333

$

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 these awards that are reflected in the accompanying statements of operations for the periods presented (in thousands):

    

For the Year Ended

December 31, 

2021

2020

Equity classified awards

  

  

TSUs

$

1,541

$

267

PSUs

 

(130)

 

98

Board RSUs

 

16

 

19

PRSUs

178

$

1,605

$

384