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Equity (Deficit)
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Equity (Deficit)

Note 12. Equity (Deficit)

Equity Outstanding

The Company’s authorized capital stock includes 250,000,000 shares of common stock, $0.01 par value per share. The following table summarizes the changes in the number of outstanding common units and shares of common stock:

 

 

Common

 

 

Shares

 

Balance, December 31, 2016 (Predecessor)

 

83,827,920

 

Restricted common units issued

 

 

Restricted common units forfeited

 

(12,952

)

Restricted common units repurchased (1)

 

(14,681

)

Balance, May 4, 2017 (Predecessor)

 

83,800,287

 

Cancellation of Predecessor common units

 

(83,800,287

)

Balance, May 4, 2017 (Predecessor)

 

 

Issuance of Successor common stock

 

25,000,000

 

Balance, May 5, 2017 (Successor)

 

25,000,000

 

Issuance of Successor common stock

 

 

Balance, December 31, 2017 (Successor)

 

25,000,000

 

Issuance of common stock

 

 

Restricted stock units vested

 

163,700

 

Repurchase of common shares

 

(65,152

)

Restricted common stock repurchased and retired under tender offer

 

(2,916,667

)

Balance, December 31, 2018 (Successor)

 

22,181,881

 

Issuance of common stock

 

 

Restricted stock units vested

 

412,938

 

Repurchase of common shares

 

(120,163

)

Common stock repurchased and retired under share repurchase program

 

(169,400

)

Balance, June 30, 2019

 

22,305,256

 

Restricted stock units vested

 

38,181

 

Repurchase of common shares

 

(9,427

)

Balance, August 5, 2019

 

22,334,010

 

Ratio to convert Amplify shares

 

0.933

 

Common stock issued to Legacy Amplify stockholders

 

20,837,633

 

Midstates stock outstanding and acquired with the Merger

 

20,415,005

 

Treasury shares acquired from the Merger

 

205,861

 

Restricted stock units vested

 

682,552

 

Repurchase of common shares

 

(31,697

)

Common stock repurchased and retired under share repurchase program

 

(4,195,247

)

Cancelation and retirement of shares

 

(347,567

)

Balance, December 31, 2019

 

37,566,540

 

 

 

(1)

Restricted common units were generally net-settled by our Predecessor unitholders to cover the required withholding tax upon vesting. The Predecessor unitholders surrendered units with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes. Total payments remitted for the employees’ tax obligations to the appropriate taxing authorities were less than approximately $0.1 million for the period from January 1, 2017 through May 4, 2017. These net-settlements had the effect of unit repurchases by the Company as they reduced the number of units that would have otherwise been outstanding as a result of the vesting and did not represent an expense to the Company.

Emergence from Legacy Amplify Bankruptcy

In accordance with the Plan, on the Effective Date:

 

Legacy Amplify issued 25,000,000 New Common Shares and Warrants to purchase up to 2,173,913 shares of its common stock;

 

the Predecessor common units were cancelled; and

 

each Predecessor common unitholder received its pro rata share of: (i) 2% of the New Common Shares, (ii) the Warrants, and (iii) cash in an aggregate amount of approximately $1.3 million.

On the Effective Date, there were 25,000,000 New Common Shares issued and outstanding.

Treasury Stock

As of August 5, 2019, Midstates had 205,861 treasury shares outstanding. After the Merger closed, the Company retired and cancelled all treasury stock outstanding. No treasury stock remained outstanding at December 31, 2019.

Warrants

On the Effective Date, Legacy Amplify entered into a warrant agreement (the “Warrant Agreement”) with American Stock Transfer & Trust Company, LLC, as warrant agent (“AST”), pursuant to which Legacy Amplify issued Warrants to purchase up to 2,173,913 shares of Legacy Amplify’s common stock (representing 8% of Legacy Amplify’s outstanding common stock as of the Effective Date including shares of Legacy Amplify’s common stock issuable upon full exercise of the Warrants, but excluding any common stock issuable under the MIP), exercisable for a five year period commencing on the Effective Date at an exercise price of $42.60 per share.

The fair values for the warrants upon issuance on the Effective Date have been estimated using the Black-Scholes option pricing model using the following assumptions:

 

 

Warrants Issued in

 

 

Successor Period

 

Risk-free interest rate

 

2.06

%

Dividend yield

 

 

Expected life (in years)

 

5.0

 

Expected volatility

 

50.0

%

Strike Price

$

42.60

 

Calculated fair value

$

2.20

 

 

On the effective date of the Merger, Legacy Amplify, Midstates and AST entered into an Assignment and Assumption Agreement, pursuant to which the Company agreed to assume Legacy Amplify’s Warrant Agreement.

As of August 5, 2019, Midstates had outstanding warrants of 4,647,520 Third Lien Notes Warrants at an exercise price of $22.78 per share (the “Third Lien Warrants”) and 2,332,089 Unsecured Creditor Warrants at an exercise price of $43.67 per share (the “Unsecured Creditor Warrants” and collectively with the Third Lien Warrants, the “ Midstates Warrants”). The Midstates Warrants expire on April 21, 2020. As a result of the Merger, the value of the outstanding Midstates Warrants was adjusted downward based on the low stock price and estimated fair value as of the Merger date. See Note 6 for additional information regarding the purchase price allocation of the Merger.

Share Repurchase Program

On December 21, 2018, Legacy Amplify’s board of directors authorized the repurchase of up to $25.0 million of Legacy Amplify’s outstanding shares of common stock, with repurchases to begin on or after January 9, 2019. During the six months ended June 30, 2019, Legacy Amplify repurchased 169,400 shares of common stock at an average price of $7.35 per share for a total cost of approximately $1.3 million. On April 18, 2019, in anticipation of the Merger, Legacy Amplify terminated the repurchase program.

In connection, with the closing of the Merger, the board of directors approved the commencement of an open market share repurchase program of up to $25.0 million of the Company’s outstanding shares of common stock, with repurchases beginning on or after August 6, 2019. For the period from August 6, 2019 to December 31, 2019, the Company repurchased 4,195,247 shares of common stock at an average price of $6.28 per share for a total cost of approximately $24.9 million.

Cash Dividend Payment

On November 5, 2019, our board of directors approved a dividend of $0.20 per share of outstanding common stock or $7.7 million in aggregate, which was paid on December 18, 2019, to stockholders of record at the close of business on December 4, 2019.

On August 6, 2019, our board of directors approved a dividend of $0.20 per share of outstanding common stock or $8.2 million in aggregate, which was paid on September 18, 2019, to stockholders of record at the close of business on September 4, 2019.

The amount of future dividends is subject to discretionary approval by the board of directors.

Tender Offer

On November 19, 2018, Legacy Amplify’s board of directors announced the commencement of a tender offer to purchase 2,916,667 shares of Legacy Amplify’s common stock. On December 19, 2018, upon the terms and subject to the conditions described in the Offer to Purchase dated November 19, 2018, as amended, Legacy Amplify repurchased an aggregate of 2,916,667 shares of Legacy Amplify common stock at a price of $12.00 per share, for a total cost of approximately $35.0 million (excluding fees and expenses relating to the offer).