Share Based Compensation

12 Months Ended

Dec. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

As discussed in Note 1, the Predecessor Company’s common stock was canceled and the Successor Company issued new Common Stock on the Emergence Date. Accordingly, the Predecessor Company's then existing share-based compensation awards were also canceled, which resulted in the recognition of $5.9 million in previously unamortized expense related to these awards on the date of cancellation. Share based compensation for the Predecessor and Successor periods are not comparable.

Successor Share-Based Compensation

Omnibus Incentive Plan. The Omnibus Incentive Plan became effective on the Emergence Date after the cancellation of the Predecessor Company’s share-based compensation awards. The Omnibus Incentive Plan authorizes the issuance of up to 4.6 million shares of SandRidge Common Stock.

Persons eligible to receive awards under the Omnibus Incentive Plan include non-employee directors of the Company, employees of the Company or any of its affiliates, and certain consultants and advisors to the Company or any of its affiliates. The types of awards that may be granted under the Omnibus Incentive Plan include stock options, restricted stock, performance awards and other forms of awards granted or denominated in shares of Common Stock, as well as certain cash-based awards. At December 31, 2018, the Company had restricted stock awards and an immaterial amount of performance share units outstanding under the Omnibus Incentive Plan. Forfeitures for these awards are recognized as they occur.

Restricted Stock Awards. The Successor Company’s restricted stock awards are equity-classified awards and are valued based upon the market value of the Company’s Common Stock on the date of grant. Vesting for certain restricted stock awards was accelerated in connection with executive terminations and a reduction in force in the first quarter of 2018. The majority of the remaining restricted stock awards vested in June 2018 as a result of the accelerated vesting event related to the change in the composition of the Board resulting from the 2018 annual meeting discussed in Note 18. The Company granted additional restricted stock awards in the second half of 2018. Outstanding restricted shares will generally vest over either a one-year period or three-year period.

The following table presents a summary of the Successor Company’s unvested restricted stock awards:


	Number of Shares	Weighted- Average Grant Date Fair Value
	(In thousands)
Unvested restricted shares outstanding at October 1, 2016	—	$	—
Granted	1,448	$	24.32
Vested	(14)	$	24.32
Forfeited / Canceled	(27)	$	24.32
Unvested restricted shares outstanding at December 31, 2016	1,407	$	24.32
Granted	671	$	19.97
Vested	(827)	$	23.23
Forfeited / Canceled	(146)	$	23.52
Unvested restricted shares outstanding at December 31, 2017	1,105	$	22.62
Granted	370	$	16.00
Vested	(1,066)	$	22.63
Forfeited / Canceled	(44)	$	21.04
Unvested restricted shares outstanding at December 31, 2018	365	$	16.07

As of December 31, 2018, the Successor Company’s unrecognized compensation cost related to unvested restricted stock awards was $4.7 million. The remaining weighted-average contractual period over which this compensation cost may be recognized is 2.2 years. The aggregate intrinsic value of restricted stock that vested during 2018 was approximately $16.0 million based on the stock price at the time of vesting.

Performance Share Units. In February 2017, the Company granted equity-classified awards in the form of performance share units. The vesting for certain performance share units was accelerated in connection with executive terminations and a reduction in force in the first quarter of 2018. All remaining units vested in June 2018 as a result of the accelerated vesting as discussed in Note 18 and were settled in shares of the Company's common stock with one share of common stock being issued per performance share unit. In September 2018, the Company granted an immaterial amount of additional performance share units. The following table presents a summary of the Company's performance share units:


	Number of Units	Fair Value per Unit at December 31, 2018
	(In thousands)
Unvested performance share units outstanding at December 31, 2016	—
Granted	199
Vested	—
Forfeited / Canceled	(16)
Unvested performance share units outstanding at December 31, 2017	183
Granted	111
Vested	(177)
Forfeited / Canceled	(6)
Unvested performance share units outstanding at December 31, 2018	111	$	20.41

The aggregate intrinsic value of performance share units that vested during the year ended December 31, 2018 was approximately $2.7 million based on the stock price at the time of vesting.

Successor Incentive-Based Compensation

Performance Units. In October 2016, the Company granted liability-classified awards in the form of performance units. The vesting for certain performance units was accelerated in connection with executive terminations and a reduction in force in the first quarter of 2018. All remaining units vested in June 2018 as a result of the accelerated vesting as discussed in Note 18 and were paid at the issuance value of $100 each. The value for previous vestings was determined by annual scorecard results. The following table presents a summary of the Company's performance units:


	Number of Units	Fair Value per Unit at December 31, 2018
	(In thousands)
Unvested performance units outstanding at October 1, 2016	—
Granted	97
Vested	(1)
Forfeited / Canceled	(9)
Unvested performance units outstanding at December 31, 2016	87
Granted	—
Vested	(32)
Forfeited / Canceled	(6)
Unvested performance units outstanding at December 31, 2017	49
Granted	—
Vested	(48)
Forfeited / Canceled	(1)
Unvested performance units outstanding at December 31, 2018	—	—

The aggregate intrinsic value of performance units that vested during the year ended December 31, 2018 was approximately $4.8 million.

The following tables summarize the Successor Company's share and incentive-based compensation for the years ended December 31, 2018 and 2017, and the Successor 2016 Period (in thousands):


	Recurring Compensation Expense(1)		Executive Terminations(2)		Reduction in Force(2)		Accelerated Vesting(3)		Total
Year Ended December 31, 2018
Equity-classified awards:
Restricted stock awards	$	4,735	$	8,140	$	3,777	$	5,181	$	21,833
Performance share units	619		1,056		158		610		2,443
Total share-based compensation expense	5,354		9,196		3,935		5,791		24,276
Liability-classified awards:
Performance units	756		2,151		558		1,309		4,774
Total share and incentive-based compensation expense	6,110		11,347		4,493		7,100		29,050
Less: Capitalized compensation expense	(482)		—		—		(555)		(1,037)
Share and incentive-based compensation expense, net	$	5,628	$	11,347	$	4,493	$	6,545	$	28,013
Year Ended December 31, 2017
Equity-classified awards:
Restricted stock awards	$	14,731	$	1,825	$	—	$	—	$	16,556
Performance share units	1,356		—		—		—		1,356
Total share-based compensation expense	16,087		1,825		—		—		17,912
Liability-classified awards:
Performance units	2,574		—		—		—		2,574
Total share and incentive-based compensation expense	18,661		1,825		—		—		20,486
Less: Capitalized compensation expense	(2,521)		—		—		—		(2,521)
Share and incentive-based compensation expense, net	$	16,140	$	1,825	$	—	$	—	$	17,965
Period from October 2, 2016 through December 31, 2016
Equity-classified awards:
Restricted stock awards	$	2,296	$	—	$	4,285	$	—	$	6,581

Total share-based compensation expense	2,296		—		4,285		—		6,581
Liability-classified awards:
Performance units	528		—		737		—		1,265
Total share and incentive-based compensation expense	2,824		—		5,022		—		7,846
Less: Capitalized compensation expense	(407)		—		—		—		(407)
Share and incentive-based compensation expense, net	$	2,417	$	—	$	5,022	$	—	$	7,439

____________________

1.Recorded in general and administrative expense in the accompanying consolidated statements of operations.

2.Recorded in employee termination benefits in the accompanying consolidated statements of operations.

3.Recorded in accelerated vesting of employment compensation in the accompanying consolidated statements of operations.

Predecessor Share-Based Compensation

Restricted Common Stock Awards. The Predecessor Company’s restricted common stock awards generally vested over a four-year period, subject to certain conditions, and were valued based upon the market value of the common stock on the date of grant. The following table presents a summary of the Predecessor Company’s unvested restricted stock awards.


	Number of Shares	Weighted- Average Grant Date Fair Value
	(In thousands)




Unvested restricted shares outstanding at December 31, 2015	5,626	$	4.85
Granted	—	$	—
Vested	(3,034)	$	5.34
Forfeited / Canceled	(2,592)	$	4.31
Predecessor ending unvested restricted shares at October 1, 2016	—	$	—

The Predecessor Company issued share-based compensation awards including restricted common stock awards, restricted stock units, performance units and performance share units under the 2009 Plan. Total share-based compensation expense was measured using the grant date fair value for equity-classified awards and using the fair value at period end for liability-classified awards. The Predecessor Company recognized total share-based compensation expense of $11.2 million, of which $1.7 million was capitalized, for the Predecessor 2016 Period. Share-based compensation expense for the Predecessor 2016 Period includes $5.4 million for the accelerated vesting of 1.3 million restricted common stock awards related to the Predecessor Company’s reduction in workforce during the first quarter of 2016. There was no significant activity related to the Predecessor Company’s outstanding unvested restricted stock units, performance units and performance share units during the Predecessor 2016 Period.