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Equity (Deficit)
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Equity (Deficit)

Note 10. 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, 2018

 

22,181,881

 

Issuance of common stock

 

 

Restricted stock units vested

 

412,938

 

Repurchase of common shares (1)

 

(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 (1)

 

(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 (1)

 

(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

 

Issuance of common stock

 

 

Restricted stock units vested

 

132,237

 

Repurchase of common shares (1)

 

(35,268

)

Balance, December 31, 2020

 

37,663,509

 

 

 

(1)

Represents the net settlement on vesting of restricted stock necessary to satisfy the minimum statutory tax withholding requirements.

 

Warrants

In connection with the Merger, 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 Legacy Amplify’s Management Incentive Plan), 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.

In connection with the Merger in August 2019, the Company assumed 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 “Warrants”). The Warrants expired on April 21, 2020.

Treasury Stock

As of August 6, 2019, the Company assumed the outstanding treasury shares held by Midstates of 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, 2020 and 2019, respectively.

Share 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. The share repurchase program was terminated on December 31. 2019.

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.

Cash Dividend Payment

On March 3, 2020, our board of directors approved a dividend of $0.10 per share of outstanding common stock or $3.8 million in aggregate, which was paid on March 30, 2020, to stockholders of record at the close of business on March 16, 2020. The board of directors subsequently suspended quarterly dividends. Future dividends, if any, are subject to debt covenants under our Revolving Credit Facility and discretionary approval by the board of directors.

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.