Equity and Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2014 |
Equity [Abstract] | |
Equity and Equity Based Compensation | Equity and Equity Based Compensation |
FSAM Ownership Structure |
Subsequent to the Reorganization and IPO as described in Note 1, FSAM has two classes of common stock, Class A common stock and Class B common stock, which are described as follows: |
Class A common stock |
Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. |
Upon dissolution, liquidation or the sale of all or substantially all of the Company's assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock would be entitled to receive the Company's remaining assets available for distribution on pro rata basis. |
Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights. |
Class B common stock |
Holders of Class B common stock are entitled to five votes for each share held of record on all matters submitted to a vote of stockholders. Shares of Class B common stock have voting but no economic rights and were issued in equal proportion to the number of Holdings LP Interests issued in the Reorganization to the Principals. |
Holders of Class B common stock will not have any right to receive dividends (other than dividends consisting of shares of Class B common stock or in rights, options, warrants or other securities convertible or exercisable into or exchangeable for shares of Class B common stock paid proportionally with respect to each outstanding share of Class B common stock) or to receive a distribution upon the dissolution, liquidation or sale of all or substantially all of the Company's assets with respect to their Class B common stock other than the par value of the Class B common stock held. |
FSAM's amended and restated certificate of incorporation does not provide for any restrictions on transfer of shares of Class B common stock, however, in the event that an outstanding share of Class B common stock ceases to be held by a holder of a corresponding Holdings LP Interest, such share shall automatically be retired and cancelled. In addition, when a Holdings LP Interest is exchanged for a share of Class A common stock by a Principal, the corresponding share of Class B common stock will be retired and cancelled. |
Allocation of pre-IPO Earnings |
In connection with the IPO, the previous members of FSM agreed to allocate to the limited partners of Fifth Street Holdings, including FSAM, the Company's earnings (excluding the compensation charges related to the Reorganization) from October 1, 2014 through the date of the IPO. |
Dividends |
As of December 31, 2014, FSAM had not paid nor declared any dividends. On January 15, 2015, the Company's Board of Directors declared an initial quarterly dividend of $0.30 per share on its Class A common stock. The declared dividend will be payable on April 15, 2015 to stockholders of record at the close of business on March 31, 2015. |
Equity-based Compensation |
Prior to the Reorganization, the Company historically had fee sharing arrangements whereby certain employees or members were granted interests to a share of Part I Fees. Upon consummation of the Reorganization such interests were exchanged for Holdings LP Interests. In addition, upon consummation of the IPO, the Company granted certain equity instruments to Holdings limited partners, employees and directors. |
Part I Fees |
Prior to December 1, 2012, interests in the Company's Part I Fees that were granted and/or sold to members (other than the managing member) were accounted for as liabilities using the intrinsic-value method as these interests are subject to repurchase in the event of the member's termination of employment, at a formula-based price (as defined in the then existing operating agreement) determined by the member's pro rata share of Part I Fees. In addition, the redemption amounts were exclusive of any accumulated undistributed earnings associated with the member's interests, which were also required to be paid to a former member. Accordingly, payments to these members from January 1, 2012 through December 1, 2012 in the amount of $2,811,576 were accounted for as compensation expense in the Consolidated Statement of Income for the year ended December 31, 2012. |
Effective December 1, 2012, the operating agreement was amended to include a retirement eligibility vesting clause for then existing members (“equity members”). Members admitted after December 1, 2012, were considered non-equity members as their interests did include the retirement eligibility clause and were accounted for as liabilities using the intrinsic-value method consistent with the above. The amounts paid by the equity members prior to December 1, 2012 for these interests, totaling $2,065,664, which had been accounted for as a liability, were reclassified to members' equity with payments subsequent to December 1, 2012 being accounted for as distributions from equity. The fair value of these awards at that date in the amount of $15,187,787, net of cash paid for the awards, as determined by an independent third party appraisal, was amortized on a straight-line basis over the period to retirement eligibility. Included in compensation expense for the years ended December 31, 2014, 2013 and 2012 was $3,965,269, $1,739,360 and $130,504, respectively, of amortization relating to these equity-classified awards. |
During the period from January 1, 2012 through November 4, 2014, the following transactions were consummated with respect to Part I Fees: |
| | | | | | | | | | | | | | |
• | On January 3, 2012, the then managing member sold a portion of his Part I Fee to three employees for $308,910. Such transactions occurred prior to the addition of the retirement eligibility clause and, accordingly, were accounted for as a liability with a corresponding distribution to the managing member. Effective December 1, 2012, these employees became equity members and the amounts paid for their interests were reclassified to members' equity. Accordingly, distributions in the amount of $144,808 for the period from January 1, 2012 through December 1, 2012 are included in compensation expense. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On March 1, 2012, the managing member sold a portion of his Part I Fee to an employee for $374,034. Such transaction occurred prior to the addition of the retirement eligibility clause and, accordingly, was accounted for as a liability with a corresponding distribution to the managing member. Effective December 1, 2012, this employee became an equity member and the amount paid for the interest was reclassified to members' equity. Accordingly, distributions in the amount of $54,285 for the period from January 1, 2012 through December 1, 2012 are included in compensation expense. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On January 1, 2013, the managing member sold a portion of his Part I Fee to an employee for $82,141. Such interest did not include the retirement eligibility clause and was accounted for as a liability as discussed above and the employee was then considered a "non-equity member." The amount paid by the non-equity member, which was refundable upon termination of employment after completing six years of service, was included in due to affiliates with a corresponding distribution to the managing member. On April 1, 2013, the managing member granted an additional Part I Fee to this same non-equity member. Such interest did not include the retirement eligibility clause and was accounted for as a liability as discussed above. Accordingly, distributions for the years ended December 31, 2014 and 2013 in the amounts of $68,721 and $52,569, respectively, are included in compensation expense. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On April 1, 2013, the managing member granted a Part I Fee to an employee. Such interest did not include the retirement eligibility clause and was accounted for as a liability as discussed above and the employee was considered a non-equity member. Accordingly, distributions for the years ended December 31, 2014 and 2013 in the amounts of $103,423 and $59,959, respectively, are included in compensation expense. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On April 1, 2013, the managing member granted additional Part I Fees to two equity members. As the interests include the retirement eligibility clause, they were accounted for as equity awards. The fair value of the awards at that date in the amount of $184,213, net of cash paid for the awards, as determined by an independent third party appraisal, was amortized on a straight-line basis over the period to retirement eligibility. Included in compensation expense for the years ended December 31, 2014 and 2013 is $9,931 and $11,917, respectively, of amortization relating to these equity-classified awards. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On July 17, 2013, the Company sold additional Part I Fees to seven equity members for a total of $505,597. As the interests included the retirement eligibility clause, they were accounted for as equity awards. The fair value of the awards at that date in the amount of $3,639,150 (net of subsequent forfeitures in the amount of $325,587), net of cash paid for the awards, as determined by an independent third party appraisal, was amortized on a straight-line basis over the period to retirement eligibility. Included in compensation expense for the years ended December 31, 2014 and 2013 is $323,107 and $161,401, respectively, of amortization relating to these equity-classified awards. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On July 17, 2013, the Company sold additional Part I Fees to two non-equity members and two employees for a total of $46,860. Such interests did not include the retirement eligibility clause and was accounted for as liabilities as discussed above. Accordingly, distributions for the years ended December 31, 2014 and 2013 in the amounts of $48,779 and $154,813, respectively, are included in compensation expense. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On December 31, 2013, the then managing member sold a portion of his Part I Fees to an equity member for $350,000. As the interest included the retirement eligibility clause, it was accounted for as an equity award. The amount paid was accounted for as a capital contribution with a corresponding distribution to the managing member. The fair value of the award at that date, net of cash paid for the award, in the amount of $40,726, as determined by an independent appraisal, was amortized on a straight-line basis over the period to retirement eligibility which is expected to be approximately 12 years. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On December 31, 2013, the managing member and another member sold a portion of their Part I Fees to an equity member for $56,800. As the interest includes the retirement eligibility clause, it has been accounted for as an equity award. The amount paid by the equity member has been accounted for as a capital contribution with corresponding distributions to the managing member and the equity member. The fair value of the award at that date in the amount of $735,800, net of cash paid for the award, as determined by an independent third party appraisal, is being amortized on a straight-line basis over the period to retirement eligibility which is expected to be approximately 12 years. Included in compensation expense for the year ended December 31, 2014 is $55,403 of amortization relating to these equity-classified awards. | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
• | On January 1, 2014, the members, on a pro rata basis, sold a portion of their Part I Fees to an employee for $14,129. Such interest did not include the retirement eligibility clause and was accounted for as a liability as discussed above. Accordingly, distributions for the year ended December 31, 2014 in the amount of $8,391, are included in compensation expense. | | | | | | | | | | | | | |
Conversion and Vesting of Member Interests in Predecessor |
On November 4, 2014, in connection with the Reorganization, existing interests held by the members of the Predecessor (Part I fee-sharing arrangements discussed above) were exchanged for Holdings LP Interests. As part of this exchange, one of the members' Holdings LP Interests became immediately vested and expensed in full and the other members' vesting was modified and their Holdings LP Interests now vest over a period of eight years from the IPO. There was no change in the fair value of these converted interests as a result of the modification in vesting. As a result, the Company recognized a compensation charge in the amount of $14,975,717 related to the modification of these awards in the year ended December 31, 2014. |
The following table summarizes activity for the years ended December 31, 2014, 2013 and 2012 with respect to the Company's equity classified awards: |
| | | | | | | | | | | |
| | | | | | | | | | | | | | |
Balance at December 31, 2011 | $ | — | | | | | | | | | | | | |
| | | | | | | | | | |
Fair value of granted and purchased interests | 17,253,451 | | | | | | | | | | | | |
| | | | | | | | | | |
Reclassification from liability-based awards | (2,065,664 | ) | | | | | | | | | | | |
Amortization of granted and purchased interests | (130,504 | ) | | | | | | | | | | | |
Balance at December 31, 2012 | 15,057,283 | | | | | | | | | | | | |
| | | | | | | | | | |
Fair value of granted and purchased interests | 5,925,572 | | | | | | | | | | | | |
| | | | | | | | | | |
Cash received for purchased interests | (1,000,097 | ) | | | | | | | | | | | |
Amortization of granted and purchased interests | (1,739,360 | ) | | | | | | | | | | | |
Balance at December 31, 2013 | 18,243,398 | | | | | | | | | | | | |
| | | | | | | | | | |
Fair value of purchased interest | 4,035,926 | | | | | | | | | | | | |
| | | | | | | | | | |
Cash received for purchased interest | (1,708,378 | ) | | | | | | | | | | | |
Amortization of granted and purchased interests | (3,965,269 | ) | | | | | | | | | | | |
Balance at November 4, 2014 | 16,605,677 | | | | | | | | | | | | |
| | | | | | | | | | |
Impact of conversion and change in vesting of member interests in Predecessor | (8,391,490 | ) | | | | | | | | | | | |
Amortization of Holdings LP Interests | (171,129 | ) | | | | | | | | | | | |
Balance at December 31, 2014 | $ | 8,043,058 | | | | | | | | | | | | |
| | | | | | | | | | |
Included in compensation expense for the years ended December 31, 2014, 2013 and 2012 was $1,808,850, $1,739,360 and $130,504, respectively, of amortization relating to the above equity-classified awards. |
As of December 31, 2014, unrecognized compensation cost in the amount of $8,043,058 relating to these equity-based awards is expected to be recognized over a period of approximately 7.83 years. |
The following table summarizes activity for the year ended December 31, 2014, 2013 and 2012 with respect to the Company's liability classified awards: |
| | | | | | | | | | | |
| | | | | | | | | | | | | | |
Balance at December 31, 2011 | $ | 1,382,720 | | | | | | | | | | | | |
| | | | | | | | | | |
Cash received for purchased interests | 682,944 | | | | | | | | | | | | |
| | | | | | | | | | |
Compensation expense | 2,729,961 | | | | | | | | | | | | |
| | | | | | | | | | |
Payment of liabilities | (2,729,961 | ) | | | | | | | | | | | |
Reclassification to equity-based awards | (2,065,664 | ) | | | | | | | | | | | |
Balance at December 31, 2012 | — | | | | | | | | | | | | |
| | | | | | | | | | |
Cash received for purchased interests | 129,001 | | | | | | | | | | | | |
| | | | | | | | | | |
Compensation expense | 123,019 | | | | | | | | | | | | |
| | | | | | | | | | |
Payment of liabilities | (123,019 | ) | | | | | | | | | | | |
Balance at December 31, 2013 | 129,001 | | | | | | | | | | | | |
| | | | | | | | | | |
Cash received for purchased interests | 14,129 | | | | | | | | | | | | |
| | | | | | | | | | |
Compensation expense | 228,140 | | | | | | | | | | | | |
| | | | | | | | | | |
Payment of liabilities | (228,140 | ) | | | | | | | | | | | |
Impact of conversion of member interests in Predecessor | (143,130 | ) | | | | | | | | | | | |
Issuance of stock appreciation rights - see below | 3,465 | | | | | | | | | | | | |
| | | | | | | | | | |
Balance at December 31, 2014 | $ | 3,465 | | | | | | | | | | | | |
| | | | | | | | | | |
Fifth Street Asset Management Inc. 2014 Omnibus Incentive Plan |
In connection with the IPO, FSAM's Board of Directors adopted the 2014 Omnibus Incentive Plan pursuant to which the Company granted options to acquire 5,658,970 Class A common shares, 1,174,748 restricted stock units to be settled in Class A common shares and 90,500 stock appreciation rights to be settled in cash. |
Equity-based compensation expense, net of assumed forfeitures is included in the following table: |
| | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Year Ended December 31, 2014 | | | | | | | | | | |
Restricted stock units to be settled in Class A common stock | | $ | 429,626 | | | | | | | | | | | |
| | | | | | | | | |
Options to acquire shares of Class A common stock | | 383,589 | | | | | | | | | | | |
| | | | | | | | | |
Stock appreciation rights to be settled in cash | | 3,465 | | | | | | | | | | | |
| | | | | | | | | |
Total | | $ | 816,680 | | | | | | | | | | | |
| | | | | | | | | |
Restricted Stock Units |
Each restricted stock unit represents an unfunded, unsecured right of the holder to receive a Class A common share on the vesting dates. The restricted stock units will not vest for three years and subsequently vest at a rate of one-third per year on the fourth, fifth and sixth anniversary of the grant date. These awards will become saleable at a rate of one-quarter (¼) per year, beginning on the sixth, seventh, eighth and ninth anniversary of the grant date. Upon vesting, shares of Class A common stock will be delivered to the participant. |
Additionally, if the Company pays dividends on its outstanding shares of Class A common stock, the holder of the restricted stock units will be credited with dividend equivalents. For stock dividends, the dividend equivalents will be in the form of additional restricted stock units. For cash dividends, the dividend equivalents will be in the form of cash (without interest or earnings). Dividend equivalents are subject to the same terms and conditions as the original restricted stock unit award, and are not paid until the vesting and settlement of the underlying shares of Class A common stock to which such dividend equivalents relate. |
|
The following table presents unvested restricted stock units' activity during the period from November 4, 2014 through December 31, 2014: |
| | | | | | | |
| | | | | | | | | | | | | | |
| | Restricted Units | | Weighted Average Grant Date Fair | | | | | | | |
Value Per Unit | | | | | | | |
Balance - November 4, 2014 | | — | | | $ | — | | | | | | | | |
| | | | | | |
Granted - IPO | | 1,174,748 | | | 17 | | | | | | | | |
| | | | | | |
Granted - Post-IPO | | — | | | — | | | | | | | | |
| | | | | | |
Vested | | — | | | — | | | | | | | | |
| | | | | | |
Forfeited | | — | | | — | | | | | | | | |
| | | | | | |
Balance - December 31, 2014 | | 1,174,748 | | | $ | 17 | | | | | | | | |
| | | | | | |
No restricted stock units vested during the period from November 4, 2014 through December 31, 2014. The total compensation expense expected to be recognized in all future periods associated with the restricted stock units, considering assumed annual forfeitures of 5.0%, is $15,036,895 at December 31, 2014, which is expected to be recognized over the remaining weighted average period of 5.83 years. |
Options |
Each option entitles the holders to purchase from the Company, upon exercise thereof, one Class A common share at the stated exercise price. Since all of the options granted either restrict saleability upon vesting or have strike prices in excess of the IPO price, the use of standard option pricing models such as Black-Scholes is precluded by ASC 718. As such, the Company has utilized a Monte Carlo pricing simulation, a statistical pricing technique or similar method to measure the fair value of option awards on the date of grant. The following table provides summary information and significant assumptions for each tranche of options granted: |
| | |
| | | | | | | | | | | | | | |
| | Class of Option Grants | | |
| | Employees | | Officers | | Non-employee Directors | | |
Number of options granted | | 3,894,968 | | | 1,714,002 | | | 50,000 | | | |
| |
Strike price | | $ | 18.7 | | | $ | 18.7 | | | $ | 18.7 | | | |
| |
Contractual term | | 10 years | | | 5 years | | | 5 years | | | |
| |
Expected dividend yield | | 7.06 | % | | 7.06 | % | | 7.06 | % | | |
Expected volatility | | 29.5 | % | | 29.5 | % | | 29.5 | % | | |
Risk-free rate | | 2.3 | % | | 1.53 | % | | 1.53 | % | | |
Grant date fair value | | $ | 1.78 | | | $ | 1.67 | | | $ | 1.62 | | | |
| |
The 3,894,968 stock options with a ten year contractual term will not vest for three years and subsequently vest and become exercisable at a rate of one-third on the fourth, fifth and sixth anniversary of the grant date. These awards will become saleable at a rate of one-quarter (¼) per year, beginning on the sixth, seventh, eighth and ninth anniversary of the grant date. The grant date fair value of the awards in the amount of $6,933,043 will be charged to compensation expense ratably over the six year service period. The 1,714,002 stock options with a five year contractual term will vest over two years, with one-half (½) of the award vesting on the first and second anniversary of the grant date. The 50,000 stock options with a five year contractual term will vest immediately prior to the first annual meeting of the Company's stockholders. Upon the vesting of both of the five year grants, the options are exercisable with no sale restrictions. The grant date fair value of the awards in the amount of $2,943,383 will be charged to compensation expense ratably over the applicable service period. The fair value measurements of these grants are based on the IPO price of $17.00 per share of Class A common stock. |
A summary of unvested options activity during the period from November 4, 2014 through December 31, 2014 is presented below: |
|
| | | | | | | | | | | | | | |
| | Options | | Weighted Average Exercise Price | | Weighted Average Remaining Life (in years) | | Aggregate Intrinsic Value |
Balance - November 4, 2014 | | — | | | $ | — | | | — | | | |
|
Granted - IPO | | 5,658,970 | | | 18.7 | | | 8.28 | | | |
|
Vested | | — | | | — | | | — | | | |
|
Forfeited or expired | | — | | | — | | | — | | | | |
|
Balance - December 31, 2014 | | 5,658,970 | | | $ | 18.7 | | | 8.28 | | | |
|
Exercisable at December 31, 2014 | | — | | | $ | — | | | — | | | $ | — | |
|
Expected to vest after December 31, 2014 | | 4,654,091 | | | $ | 18.7 | | | 8.28 | | | $ | — | |
|
Aggregate intrinsic value represents the value of the Company's closing share price on the last trading day of the year in excess of the weighted average exercise price multiplied by the number of options exercisable or expected to vest. As of December 31, 2014, the Company's closing share price was lower than the weighted average exercise price of the options exercisable or expected to vest. As a result, the options are out of the money and have no intrinsic value. |
Compensation expense associated with these options is being recognized on a straight-line basis during the service period of the respective grant. As of December 31, 2014, there was $7,718,058 of total unrecognized compensation expense, net of assumed annual forfeitures of 5.00%, that is expected to be recognized over the remaining weighted average period of 4.58 years. |
Stock Appreciation Rights (“SARs”) |
Each SAR represents an unfunded, unsecured right of the holder to receive an amount in cash equal to the excess of the closing price of a Class A common share over the exercise price. The SARs terms and conditions are substantially similar to the provisions of the ten year option grants discussed above and had a grant date fair value of $1.78 per unit. Upon vesting, they will be settled in cash. The fair value of the SARs are re-measured each reporting period until settlement and changes in fair value are charged to compensation expense as the SARs vest over the remaining service period. The amount of the adjustment has been derived based on a grant date fair value using the IPO price of $17.00 per share, multiplied by the number of unvested shares, expensed over the six year service period. Additionally, the calculation of the expense assumes a forfeiture rate of 5%. The total compensation expense expected to be recognized in all future periods associated with the SARs, considering assumed forfeitures, is approximately $121,292. |
A summary of unvested SARs activity during the period from November 4, 2014 through December 31, 2014 is presented below: |
| | | | | | | |
| | | | | | | | | | | | | | |
| | SARs | | Weighted Average Grant Date Fair Value Per Unit | | | | | | | |
Balance November 4, 2014 | | — | | | $ | — | | | | | | | | |
| | | | | | |
Granted - IPO | | 90,500 | | | 1.78 | | | | | | | | |
| | | | | | |
Vested | | — | | | — | | | | | | | | |
| | | | | | |
Forfeited | | — | | | — | | | | | | | | |
| | | | | | |
Balance December 31, 2014 | | 90,500 | | | $ | 1.78 | | | | | | | | |
| | | | | | |
| | | | | | | | | | | | | | | |