Long-Term Incentive Plans | In May 2017, Legacy Amplify implemented the Management Incentive Plan (the “MIP”). An aggregate of 2,166,803 shares of Legacy Amplify common stock were reserved for issuance under the MIP. In connection with the closing of the Merger, on August 6, 2019, the Company assumed the 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 $3.2 million at September 30, 2019. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 1.6 years. The following table summarizes information regarding the TSUs granted under the MIP for the period presented: Weighted- Average Grant Number of Date Fair Value Units per Unit (1) TSUs outstanding at December 31, 2018 557,963 $ 11.41 Granted (2) 280,416 $ 6.80 Forfeited (35,596 ) $ 11.13 Vested (444,142 ) $ 9.01 TSUs outstanding at September 30, 2019 358,641 $ 10.71 (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 nine months ended September 30, 2019 was $1.9 million based on a grant date market price ranging from $4.48 to $8.70 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 $0.6 million at September 30, 2019. We expect 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 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, 2019 2.44 % 2.44 % 2.44 % Awards Issued on April 1, 2019 2.28 % 2.28 % 2.28 % Awards Issued on July 1, 2019 1.73 % 1.73 % 1.73 % Dividend yield — — — Expected volatility: Awards Issued on January 1, 2019 54.0 % 54.0 % 54.0 % Awards Issued on April 1, 2019 50.0 % 50.0 % 50.0 % Awards Issued on July 1, 2019 57.0 % 57.0 % 57.0 % Calculated fair value per PSU: Awards Issued on January 1, 2019 $ 6.76 $ 5.86 $ 5.11 Awards Issued on April 1, 2019 $ 4.22 $ 3.43 $ 2.80 Awards Issued on July 1, 2019 $ 2.63 $ 2.05 $ 1.64 The following table summarizes information regarding the PSUs granted under the MIP for the period presented: Weighted- Average Grant Number of Date Fair Value Units per Unit (1) PSUs outstanding at December 31, 2018 367,141 $ 8.14 Granted (2) 16,562 $ 4.06 Forfeited (44,552 ) $ 7.59 Vested — $ — PSUs outstanding at September 30, 2019 339,151 $ 8.01 (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 nine months ended September 30, 2019 was less than $0.1 million based on a calculated fair value price ranging from $1.64 to $6.76 per share. 2017 Non-Employee Directors Compensation Plan In June 2017, Legacy Amplify implemented the 2017 Non-Employee Directors Compensation Plan (“Directors Compensation Plan”) to attract and retain the services of experienced non-employee directors of Legacy Amplify or its subsidiaries. An aggregate of 186,600 shares of Legacy Amplify’s common stock were reserved for issuance under the Directors Compensation Plan. In connection with the closing of the Merger, on August 6, 2019, the Company assumed the 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 $0.4 million at September 30, 2019. We expect to recognize the unrecognized compensation cost for these awards over a weighted-average period of approximately 2.1 years. The following table summarizes information regarding the Board RSUs granted under the 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, 2018 36,955 $ 11.36 Granted (2) 40,060 $ 6.95 Forfeited — $ — Vested (46,396 ) $ 9.54 Board RSUs outstanding at September 30, 2019 30,619 $ 8.35 (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 Board RSUs issued for the nine months ended September 30, 2019 was $0.3 million based on grant date market price of $6.95 per share. Compensation Expense The following table summarizes the amount of recognized compensation expense associated with the MIP and 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 For the Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Equity classified awards TSUs $ 650 $ 490 $ 1,852 $ 601 PSUs 120 495 825 747 Board RSUs 58 44 221 98 Restricted stock options — 39 — 115 $ 828 $ 1,068 $ 2,898 $ 1,561 Midstates 2016 Long Term Incentive Plan On October 21, 2016, Midstates established the 2016 Long-term Incentive Plan (“Midstates 2016 LTIP”) and filed a Form S-8 with the SEC, registering 3,513,950 shares for issuance under the terms of the Midstates 2016 LTIP to employees, directors and certain other persons (the “Award Shares”). The types of awards that may be granted under the Midstates 2016 LTIP include stock options, restricted stock units, restricted stock, performance awards and other forms of awards granted or denominated in shares of common stock, as well as certain cash-based awards (the “Awards”). The terms of each award were determined by Midstates compensation committee of the board of directors. Awards that expire, or are canceled, forfeited, exchanged, settled in cash or otherwise terminated, will again be available for future issuance under the Midstates 2016 LTIP. Midstates Restricted Stock Units At September 30, 2019, the Company had 25,662 non-vested restricted stock units outstanding to employees and non-employee directors pursuant to the Midstates 2016 LTIP, excluding restricted stock units issued to non-employee directors containing a market condition, which are discussed below. The Midstates non-vested restricted stock units are accounted for as equity-classified awards. Restricted stock units granted to employees in 2019 under the Midstates 2016 LTIP vest in full on March 1, 2021, or upon the occurrence of a change in control, provided the employee has not terminated employment prior to such vesting date. Remaining non-vested employee restricted stock units will vest upon termination after the Merger transition period in the fourth quarter of 2019. Restricted stock units granted to non-employee directors during 2019 vest on the first to occur of (i) December 31, 2019, (ii) the date the non-employee director ceases to be a director of the board of directors (other than for cause), (iii) the director’s death, (iv) the director’s disability or (v) a change in control of Midstates. The following table summarizes the Midstates non-vested restricted stock unit award activity for the period presented: Weighted- Average Grant Number of Date Fair Value Units per Unit (1) Midstates non-vested restricted stock units outstanding at August 6, 2019 353,464 $ 12.25 Granted — $ — Forfeited — $ — Vested (327,802 ) $ 12.02 Midstates non-vested restricted stock units outstanding at September 30, 2019 25,662 $ 15.23 Midstates Stock Options At September 30, 2019, the Company had 3,495 non-vested options outstanding pursuant to the Midstates 2016 LTIP. The Midstates stock options are accounted for as equity-classified awards. Stock Option Awards currently outstanding under Midstates 2016 LTIP vest ratably over a period of three years: one-sixth vest on the six-month anniversary of the grant date, an additional one-sixth vest on the twelve-month anniversary of the grant date, an additional one-third vest on the twenty-four month anniversary of the grant date and the final one-third vest on the thirty-six month anniversary of the grant date. Stock Option Awards expire 10 years from the grant date. The following table summarizes the Midstates 2016 LTIP non-vested stock option activity for the period presented: Weighted- Average Grant Number of Date Fair Value Units per Unit (1) Midstates stock options outstanding at August 6, 2019 54,365 $ 19.68 Granted — $ — Forfeited — $ — Vested (50,870 ) $ 19.68 Midstates stock options outstanding at September 30, 2019 3,495 $ 19.66 Non-Employee Director Restricted Stock Units Containing a Market Condition On November 23, 2016, Midstates issued restricted stock units to non-employee directors that contained a market vesting condition. Midstates previously recognized the non-employee director restricted stock units containing a market condition as liability awards. These restricted stock units would have vested (i) on the first business day following the date on which the trailing 60-day average share price (including any dividends paid) of Midstates common stock is equal to or greater than $30.00 or (ii) upon a change in control (as defined in the Midstates 2016 LTIP). Additionally, all unvested restricted stock units containing a market vesting condition will be immediately forfeited upon the first to occur of (i) the fifth anniversary of the grant date or (ii) any participant’s termination as a director for any reason (except for a termination as part of a change in control of Midstates). On August 5, 2019, Midstates had 50,864 market condition awards outstanding and on August 5, 2019 all 50,864 shares were vested. No shares were outstanding at September 30, 2019 related to non-employee director restricted stock units containing a market condition. As of September 30, 2019, there were no unrecognized stock-based compensation expense related to market condition awards. Midstates Chief Executive Officer (“CEO”) Restricted Stock Units Containing a Market Condition On November 1, 2017, Midstates issued 135,778 restricted stock units to its CEO that contained a market vesting condition. These restricted stock units will vest, if at all, based on Midstates total stockholder return for the performance period of October 25, 2017, through October 31, 2020. Market conditions under this grant are (i) with respect to 50% of the restricted stock units granted, Midstates cumulative total shareholder return (“TSR”) which is defined as the change in the value of the stock over the performance period with the beginning and ending stock price based on a 20-day average stock price and (ii) with respect to the remaining 50% of the restricted stock units granted, the percentile rank of Midstates TSR compared to the TSR of the Peer Group over the performance period (“Relative TSR”). To the extent that actual TSR or Relative TSR for the performance period is between specified vesting levels, the portion of the restricted stock units that shall become vested based on actual and Relative TSR performance shall be determined on a pro-rata basis using straight-line interpolation; provided that the maximum portion of the RSUs that may become vested based on actual cumulative TSR or Relative TSR for the performance period shall not exceed 120% of the awards granted. On August 5, 2019, Midstates had 135,778 restricted stock units outstanding to its CEO and on August 5, 2019 all 135,778 shares were vested. No shares were outstanding at September 30, 2019. Midstates 2018 Performance Stock Units Issued to Certain Members of Executive Management Containing a Market Condition On March 1, 2018, Midstates issued 96,305 restricted stock units to certain members of Midstates executive management team that contained a market vesting condition. Midstates previously accounted for these restricted stock award as equity awards. If a member of Midstates executive management team had terminated its employment prior to vesting, the outstanding award would have been forfeited. Midstates executive management restricted stock units with a market condition were subject to accelerated vesting in the event the executive’s employment is terminated prior to vesting by Midstates without “Cause” or by the participant with “Good Reason” (each, as defined in the Midstates 2016 LTIP) or due to the executive’s death or disability. Upon a change in control (as defined in the Midstates 2016 LTIP), the Midstates compensation committee of the board of directors could (i) accelerate all or a portion of the award, (ii) cancel all of the award and pay cash, stock or combination equal to the change in control price, (iii) provide for the assumption or substitution or continuation by the successor company, (iv) certify to the extent to which the vesting conditions had been achieved prior to the conclusion of the performance period or (v) adjust restricted stock units to reflect the change in control. On August 5, 2019 all 96,305 restricted stock units issued had vested noting no shares outstanding at September 30, 2019. Midstates 2019 Performance Stock Units Issued to Certain Members of Executive Management Containing a Market Condition On March 7, 2019, Midstates issued 193,921 restricted stock units to certain members of Midstates executive management team that contained a market vesting condition. Midstates previously accounted for these restricted stock awards as equity awards. On August 5, 2019 all 193,921 restricted stock units issued were cancelled and no shares were outstanding at September 30, 2019. |