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Equity | 12 Months Ended
--- | ---
Dec. 31, 2014
Equity [Abstract] |
Equity | Equity Preferred Stock The following table presents information regarding the Company’s preferred stock (in thousands):
| December 31,
| 2014 |  | 2013
Shares authorized | 50,000 |  |  | 50,000 |
Shares outstanding at end of period |  |  |
8.5% Convertible perpetual preferred stock | 2,650 |  |  | 2,650 |
6.0% Convertible perpetual preferred stock | — |  |  | 2,000 |
7.0% Convertible perpetual preferred stock | 3,000 |  |  | 3,000 |
The Company is authorized to issue 50.0 million shares of preferred stock, $0.001 par value, of which 5.7 million shares and 7.7 million shares were designated as convertible perpetual preferred stock at December 31, 2014 and 2013, respectively. All of the outstanding shares of the Company’s convertible perpetual preferred stock were issued in private transactions, but are now freely tradable, to the extent not owned by affiliates. In December 2014, all outstanding shares of the 6.0% convertible preferred stock converted automatically into shares of the Company’s common stock at the then-prevailing conversion rate, resulting in the issuance of approximately 18.4 million shares of common stock. The final dividend payment for the 6.0% convertible preferred stock was made during the year ended December 31, 2014. Each outstanding share of convertible perpetual preferred stock is convertible at the holder’s option at any time into shares of the Company’s common stock at the specified conversion rate, subject to customary adjustments in certain circumstances. Each holder is entitled to an annual dividend payable semi-annually in cash, common stock or a combination thereof, at the Company’s election. After a specified conversion date, the Company may cause all outstanding shares of the convertible perpetual preferred stock to convert automatically into common stock at the then-prevailing conversion rate if certain conditions are met. The convertible perpetual preferred stock is not redeemable by the Company at any time. The following table summarizes information about each series of the Company’s convertible perpetual preferred stock outstanding at December 31, 2014:
|  | Convertible Perpetual Preferred Stock
|  | 8.5% |  | 7.0%
Liquidation preference per share |  | $ | 100.00 |  |  | $ | 100.00 |
Annual dividend per share |  | $ | 8.50 |  |  | $ | 7.00 |
Conversion rate per share to common stock |  | 12.4805 |  |  | 12.8791 |
Conversion date to common stock at Company's option(1) |  | February 20, 2014 |  |  | November 20, 2015 |
____________________
(1) | Conversion is dependent on certain factors, including the Company’s stock trading above specified prices for a set period.
Preferred stock dividends. All dividend payments to date on the Company’s 8.5%, 6.0% and 7.0% convertible perpetual preferred stock have been paid in cash. Paid and unpaid dividends included in the calculation of income available (loss applicable) to the Company’s common stockholders and the Company’s basic earnings (loss) per share calculation for the years ended December 31, 2014, 2013 and 2012 as presented in the accompanying consolidated statements of operations, are included in the tables below (in thousands):
| Dividends Paid |  | Dividends Unpaid |  | Total
Year Ended December 31, 2014 |  |  |  |  |
8.5% Convertible perpetual preferred stock | $ | 14,078 |  |  | $ | 8,447 |  |  | $ | 22,525 |
6.0% Convertible perpetual preferred stock | 6,500 |  |  | — |  |  | 6,500 |
7.0% Convertible perpetual preferred stock | 18,375 |  |  | 2,625 |  |  | 21,000 |
Total | $ | 38,953 |  |  | $ | 11,072 |  |  | $ | 50,025 |
Year Ended December 31, 2013 |  |  |  |  |
8.5% Convertible perpetual preferred stock | $ | 14,078 |  |  | $ | 8,447 |  |  | $ | 22,525 |
6.0% Convertible perpetual preferred stock | 6,500 |  |  | 5,500 |  |  | 12,000 |
7.0% Convertible perpetual preferred stock | 18,375 |  |  | 2,625 |  |  | 21,000 |
Total | $ | 38,953 |  |  | $ | 16,572 |  |  | $ | 55,525 |
Year Ended December 31, 2012 |  |  |  |  |
8.5% Convertible perpetual preferred stock | $ | 14,078 |  |  | $ | 8,447 |  |  | $ | 22,525 |
6.0% Convertible perpetual preferred stock | 6,500 |  |  | 5,500 |  |  | 12,000 |
7.0% Convertible perpetual preferred stock | 18,375 |  |  | 2,625 |  |  | 21,000 |
Total | $ | 38,953 |  |  | $ | 16,572 |  |  | $ | 55,525 |
Common Stock The following table presents information regarding the Company’s common stock (in thousands):
| December 31,
| 2014 |  | 2013
Shares authorized | 800,000 |  |  | 800,000 |
Shares outstanding at end of period | 484,819 |  |  | 490,290 |
Shares held in treasury | 1,113 |  |  | 1,319 |
On April 17, 2012, the Company issued approximately 74.0 million shares of SandRidge common stock to satisfy the stock portion of the consideration paid in the Dynamic Acquisition. See Note 3 for further discussion of the Dynamic Acquisition. Stock Repurchase Program. In 2014, the Company’s Board of Directors approved a share repurchase program under which the Company can repurchase up to $200.0 million of the Company’s common stock. Under the program’s terms, shares may be repurchased on the open market, through privately negotiated transactions such as block trades, or by other means as determined by the Company’s management and in accordance with the requirements of the Securities and Exchange Commission. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, and other conditions. There is no fixed termination date for this repurchase program, and the repurchase program may be suspended or discontinued at any time. Payment for shares repurchased under the program will be funded using the Company's working capital. During the year ended December 31, 2014, 27,411,000 shares totaling $111.3 million, net of $0.5 million in broker fees and commissions, were repurchased under the program at prices equivalent to the then current market price and immediately retired. As the Company had an accumulated deficit balance, the excess of the repurchase price over the par value was fully applied to additional paid-in capital. Stockholder Rights Plan. On November 19, 2012, the Company’s Board adopted a stockholder rights plan pursuant to which the Board authorized and declared to stockholders of record on November 29, 2012 a dividend of one preferred share purchase right (the “Right”) for each outstanding share of common stock. Effective April 29, 2013, at the direction of the Board, the Company amended the stockholder rights plan to accelerate the expiration date of the Rights to April 29, 2013, resulting in expiration of the Rights and termination of the stockholder rights plan. Treasury Stock The Company makes required statutory tax payments on behalf of employees when their restricted stock awards vest and then withholds a number of vested shares of common stock having a value on the date of vesting equal to the tax obligation. The following table shows the number of shares withheld for taxes and the associated value of those shares for the years ended December 31, 2014, 2013 and 2012. These shares were accounted for as treasury stock when withheld, and then immediately retired.
| Year Ended December 31,
| 2014 |  | 2013 |  | 2012
| (In thousands)
Number of shares withheld for taxes | 1,034 |  |  | 5,679 |  |  | 1,547 |
Value of shares withheld for taxes | $ | 6,373 |  |  | $ | 30,126 |  |  | $ | 11,312 |
Shares of Company common stock held as assets in a trust for the Company’s non-qualified deferred compensation plan are accounted for as treasury shares. These shares are not included as outstanding shares of common stock for accounting purposes. For corporate purposes, including for the purpose of voting at Company stockholder meetings, these shares are considered outstanding and have voting rights, which are exercised by the Company. Stockholder Receivable On November 9, 2012, Tom L. Ward, the Company’s Chairman and CEO at that time, and the Company entered into a settlement agreement with a stockholder plaintiff relating to a third-party claim under Section 16(b) of the Securities Exchange Act of 1934, as amended. The claim was filed in December 2010 and related to certain transactions involving Company common stock entered into by Mr. Ward in 2008 and 2009. The settlement agreement found no liability or other wrongdoing under Section 16(b) regarding the transactions in question. Under the settlement agreement, Mr. Ward agreed to pay to the Company $5.0 million in four installments over four years commencing October 2013 and to waive his rights under his indemnification agreement with the Company with respect to this Section 16(b) action. The Company agreed to pay the fees of the plaintiff’s lawyers and paid Mr. Ward’s legal expenses as required under his indemnification agreement. Based on the nature of the settlement as well as Mr. Ward’s position as an officer of the Company at that time, a receivable was recorded as a component of additional paid-in capital. Amounts receivable from Mr. Ward at December 31, 2014 and 2013 of $2.5 million and $3.8 million, respectively, are included in the accompanying consolidated balance sheets. Restricted Common Stock The Company awards restricted common stock under its long-term incentive compensation plan that generally vests over a four-year period, subject to certain conditions, and is valued based upon the market value of common stock on the date of grant. Shares of restricted common stock are subject to restriction on transfer. Unvested restricted stock awards are included in the Company’s outstanding shares of common stock. Restricted stock activity for the years ended December 31, 2012, 2013 and 2014 was as follows (shares in thousands):
| Number of Shares |  | Weighted- Average Grant Date Fair Value
Unvested restricted shares outstanding at December 31, 2011 | 13,386 |  |  | $ | 9.34 |
Granted | 7,604 |  |  | $ | 7.46 |
Vested | (4,394 | ) |  | $ | 10.73 |
Forfeited / Canceled | (1,268 | ) |  | $ | 8.54 |
Unvested restricted shares outstanding at December 31, 2012 | 15,328 |  |  | $ | 8.07 |
Granted | 7,462 |  |  | $ | 6.32 |
Vested | (13,395 | ) |  | $ | 7.85 |
Forfeited / Canceled | (1,752 | ) |  | $ | 7.33 |
Unvested restricted shares outstanding at December 31, 2013 | 7,643 |  |  | $ | 6.92 |
Granted | 6,367 |  |  | $ | 6.17 |
Vested | (3,432 | ) |  | $ | 7.04 |
Forfeited / Canceled | (2,022 | ) |  | $ | 6.60 |
Unvested restricted shares outstanding at December 31, 2014 | 8,556 |  |  | $ | 6.39 |
For the years ended December 31, 2014, 2013 and 2012, the Company recognized equity compensation expense of $17.6 million, $82.8 million, and $39.7 million, net of $6.0 million, $5.5 million, and $7.5 million capitalized, respectively, related to restricted common stock. Amounts recognized during the year ended December 31, 2013 include approximately $48.5 million recognized in connection with the separation of certain former executives from the Company. The total fair value of restricted stock that vested during the years ended December 31, 2014, 2013 and 2012, was $21.4 million, $71.6 million and $32.1 million, respectively. As of December 31, 2014, there was approximately $39.3 million of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a weighted average period of 2.3 years. The Company had approximately 6.2 million shares available for grant under its existing incentive compensation plan at December 31, 2014. See Note 17 for discussion of the Company’s performance units.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Article 4 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph d -Article 4 Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 + Details
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