Equity and Share-Based Compensation | 12 Months Ended |
Dec. 31, 2013 |
Equity and Share-Based Compensation | ' |
Equity and Share-Based Compensation | ' |
|
10. Equity and Share-Based Compensation |
|
Common and Preferred Shares |
|
At December 31, 2011, Holdings LLC had 256,742 common units issued and outstanding. On April 24, 2012, in connection with the Company's initial public offering, a corporate reorganization occurred and each common unit of Holdings LLC was converted into approximately 185.5 common shares of the Company and as a result, the Company issued 47,634,353 shares of its common stock. |
|
On April 25, 2012, the Company completed its initial public offering of common stock pursuant to a registration statement on Form S-1 (File 333-177966), as amended and declared effective by the SEC on April 19, 2012. Pursuant to the registration statement, the Company registered the offer and sale of 27,600,000 shares of $0.01 par value common stock, which included 6,000,000 shares of stock sold by the selling shareholders and 3,600,000 shares of common stock sold by the selling stockholders pursuant to an option granted to the underwriters to cover over-allotments. |
|
After the corporate reorganization and the completion of its initial public offering discussed above, the Company is authorized to issue up to a total of 300,000,000 shares of its common stock with a par value of $0.01 per share, and 50,000,000 shares of its preferred stock with a par value of $0.01 per share. Holders of the Company's common shares are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders and to receive ratably in proportion to the shares of common stock held by them any dividends declared from time to time by the board of directors. The common shares have no preferences or rights of conversion, exchange, pre-exemption or other subscription rights. |
|
With respect to preferred shares, the Company is authorized, without further stockholder approval, to establish and issue from time to time one or more classes or series of preferred stock with such powers, preferences, rights, qualifications, limitations and restrictions as determined by its board of directors. |
|
Series A Preferred Stock |
|
In connection with the Eagle Property Acquisition, on September 28, 2012, the Company designated 325,000 shares of Series A Mandatorily Convertible Preferred Stock (the "Series A Preferred Stock") with an initial liquidation preference of $1,000 per share and an 8% per annum dividend, payable semiannually at the Company's option in cash or through an increase in the liquidation preference. The Series A Preferred Shares are convertible after October 1, 2013, in whole but not in part and at the option of the holders of a majority of the outstanding shares of Series A Preferred Stock, into a number shares of the Company's common stock calculated by dividing the then-current liquidation preference by the conversion price of $13.50 per share and, if not previously converted, are mandatorily convertible at September 30, 2015 into shares of the Company's common stock at a conversion price no greater than $13.50 per share and no less than $11.00 per share, with the ultimate conversion price dependent upon the volume weighted average price of the Company's common stock during the 15 trading days immediately prior to September 30, 2015. The Series A Preferred Stock was issued on October 1, 2012. |
|
On March 30, 2013, the Company elected to pay the $13 million semi-annual dividend due on that date through an increase in the Series A Preferred Stock liquidation preference to $1,040. As a result, the Company will be obligated to issue between 962,963 and 1,181,818 additional shares of common stock upon conversion of the Series A Preferred Stock, with the ultimate number of shares dependent upon the conversion price then in effect as described above. |
|
On September 30, 2013, the Company elected to pay the $13.5 million semi-annual dividend due on that date through an increase in the Series A Preferred Stock liquidation preference to $1,082. As a result, the Company will be obligated to issue between 1,001,481 and 1,229,091 additional shares of common stock upon conversion of the Series A Preferred Stock, with the ultimate number of shares dependent upon the conversion price then in effect as discussed above. |
|
For the three months ended December 31, 2013, the $6.3 million Series A Preferred Stock dividend was based upon the estimated fair value of 639,127 common shares that would have been issued had the notional dividend amount of $7.0 million been converted into common shares at a conversion price of $11.00 per share. |
|
For the twelve months ended December 31, 2013, the $15.6 million Series A Preferred Stock dividend was based upon the estimated fair value of 2,459,127 common shares that would have been issued had the notional dividend amounts for the year of $27.1 million been converted into common shares at a conversion price of $11.00 per share. |
|
The following table demonstrates the number of shares to be issued upon conversion through December 31, 2013 at the respective conversion rates based upon the current liquidation preference: |
|
| | | | | | | | | | |
| | Conversion at | | Conversion at | | | | |
$13.50/share | $11.00/share | | | |
Number of Common Shares Issuable Upon Conversion | | | 26,077,807 | | | 32,004,582 | | | | |
|
Share Activity |
|
The following table summarizes changes in the number of outstanding shares since January 1, 2011: |
|
| | | | | | | | | | |
| | Number of Shares | |
| | Series A | | Common | | Treasury | |
Preferred | Stock | Stock |
Stock | | |
Share count as of January 1, 2011 | | | — | | | — | | | — | |
Share count as of December 31, 2011 | | | — | | | — | | | — | |
Issuance of common stock in pre IPO reorganization | | | — | | | 47,634,353 | | | — | |
Proceeds from the sale of common stock to public | | | — | | | 18,000,000 | | | — | |
Issuance of preferred stock as consideration in Eagle Property Acquisition | | | — | | | — | | | — | |
Share based compensation grants of restricted stock | | | — | | | 1,029,509 | | | — | |
Forfeitures of restricted stock | | | | | | (44,151 | ) | | — | |
| | | | | | | |
| | | | | | | | | | |
Share count as of December 31, 2012 | | | 325,000 | | | 66,619,711 | | | — | |
Grants of restricted stock | | | — | | | 2,840,241 | | | — | |
Forfeitures of restricted stock | | | — | | | (534,207 | ) | | — | |
Acquisition of treasury stock | | | — | | | — | | | (118,702 | ) |
| | | | | | | |
| | | | | | | | | | |
Share count as of December 31, 2013 | | | 325,000 | | | 68,925,745 | | | (118,702 | ) |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
|
At December 31, 2013, the Company had 68,925,745 and 68,807,043 shares of its common stock issued and outstanding, respectively, and 325,000 shares of Series A Preferred Stock issued and outstanding. |
|
Share-Based Compensation, pre Initial Public Offering |
|
During the year ended December 31, 2011, certain restricted and unrestricted shares in Petroleum Inc., through which Holdings LLC's founders, members of management and certain employees previously held their equity interests, certain unrestricted units in Holdings LLC, and certain units in Midstates Incentive Holdings, LLC ("Midstates Incentive") had been issued to employees of Holdings LLC. |
|
Additionally, in March 2011, Holdings LLC's Chief Executive Officer, in connection with the commencement of his employment, purchased 17.3 shares of common stock of Petroleum Inc. and contemporaneously received a grant of 24.6 shares of common stock in Petroleum Inc. that vested as described further below. No other shares or units were issued during the 2011 period. The Company determined the grant date fair value of the share based award to be $80,013 per Petroleum Inc. share ($3.4 million in aggregate), or after taking into account the corporate reorganization attributable to the initial public offering completed on April 25, 2012, $4.26 per share of the Company's common stock. The Company recognized stock compensation based upon the grant date fair value and immediately expensed the difference between the grant date fair value and the price paid for the purchased shares of Petroleum Inc., as well as additional compensation expense related to the liability accounting for the Company's share-based awards discussed below. |
|
Prior to December 5, 2011, due to certain rights to call shares and units in Holdings LLC for cash, Holdings LLC's share-based payments awarded to employees were accounted for as liability awards. As such, Holdings LLC calculated the fair value of the share-based awards on a quarterly basis using estimated market value and the total fair value of the awards was recorded within "Other long-term liabilities" in Holding LLC's consolidated balance sheets. Any change in the fair value of the liability awards was recorded as share-based compensation expense within "General and administrative expense" in Holdings LLC's consolidated statements of operations, which was the same line item as cash compensation paid to the same employees. |
|
Historically, Holdings LLC's determination of the fair value of each of the units was affected by: (i) Holdings LLC's risk adjusted proved, possible, and probable reserves; (ii) internal assessment of long-term commodity prices; (iii) current values of Holdings LLC's non-oil and gas assets and liabilities; and (iv) a number of complex and subjective variables. Although the fair value of the share-based payments is determined in accordance with GAAP, that value may not be indicative of the fair value observed in a market transaction between a willing buyer and a willing seller. |
|
Effective as of November 22, 2011, the Board of Directors of Petroleum Inc. accelerated the vesting of all restricted stock in Petroleum Inc. The vesting resulted in the recognition of previously unrecognized share-based compensation expense at the estimated fair market value of the restricted stock held by employees at November 22, 2011. Petroleum Inc. determined the fair market value of Petroleum Inc.'s common stock based on management's estimates. |
|
On December 5, 2011, Employment Agreements with employees of Midstates Petroleum Company LLC, a Stockholders' Agreement by and among stockholders in Petroleum Inc. and a Unitholders' Agreement by and among the members of Holdings LLC were either terminated or amended such that the rights within those agreements to call shares in Petroleum Inc. and units in Holdings LLC for cash no longer required Holdings LLC's share-based payments awarded to employees to be accounted for as liability awards. As a result the Company transitioned as of December 5, 2011 from liability accounting to equity accounting for the Company's share-based compensation plans and accordingly, the Company no longer recognized changes in the estimated fair value of outstanding share-based awards in the statements of operations. |
|
Restricted Shares. |
|
Restricted shares in Petroleum Inc. were awarded at no cost to the recipient with a vesting period that commenced on the grant date and terminated on the fifth anniversary or upon certain changes in control of Holdings LLC, including but not limited to mergers, acquisitions, or a public offering. |
|
As a result of the vesting on November 22, 2011, as discussed above, there is no unrecognized compensation cost and as a result of the corporate reorganization in April 2012, each share of Petroleum Inc. was converted into 18,762 shares of the Company's common stock. As a result, there are no outstanding restricted shares in Petroleum Inc. as of December 31, 2013. |
|
Unrestricted Shares and Units. |
|
Unrestricted shares in Petroleum Inc. and units of Holdings LLC were either purchased by the recipient on the grant date and were fully vested upon purchase, or represented restricted shares which vested. For shares of Petroleum Inc. and units of Holdings LLC purchased, any difference between the recipient's purchase price and the grant date fair value was recognized as compensation expense on the grant date. As a result of the corporate reorganization in April 2012, each share of Petroleum, Inc. and each unit of Holdings LLC were converted into 18,762 and 185.5 shares respectively, of the Company's common stock. As a result, at December 31, 2013, there are no Petroleum, Inc. shares or Holdings LLC units outstanding. |
|
Incentive Units. |
|
At December 31, 2013, 1,513 incentive units were issued and outstanding. In connection with the corporate reorganization that occurred immediately prior to our initial public offering, these incentive units held in the Company were contributed to FR Midstates Interholding, LP ("FRMI") in exchange for incentive units in FRMI. Holders of FRMI incentive units will receive, out of proceeds otherwise distributable to FRMI, a percentage interest in the amounts distributed to FRMI in excess of certain multiples of FRMI's aggregate capital contributions and investment expenses ("FRMI Profits"). Although any future payments to the incentive unit holders will be made out of the proceeds otherwise distributable to FRMI and not by the Company, the Company will be required to record a non-cash compensation charge in the period any payment is made related to the FRMI incentive units. To date, no compensation expense related to the incentive units has been recognized by the Company, as any payout under the incentive units is not considered probable, and thus, the amount of FRMI Profits, if any, cannot be determined. |
|
Share-based Compensation, Post-Initial Public Offering |
|
2012 Long Term Incentive Plan. |
|
The Company established the 2012 Long Term Incentive Plan (the "2012 LTIP") and filed a Form S-8 with the SEC, registering 6,563,435 shares for future issuance under the terms of the 2012 LTIP. The 2012 LTIP provides a means for the Company to attract and retain employees, directors and consultants, and a method whereby employees, directors and consultants of the Company who contribute to its success can acquire and maintain stock ownership or awards, the value of which is tied to the performance of the Company, thereby strengthening their concern for the welfare of the Company and their desire to remain employed. |
|
The 2012 LTIP provides for the granting of Options (Incentive and other), Restricted Stock Awards, Restricted Stock Units, Stock Appreciation Rights, Dividend Equivalents, Bonus Stock, Other Stock-Based Awards, Annual Incentive Awards, Performance Awards, or any combination of the foregoing (the "Awards"). Subject to certain limitations as defined in the 2012 LTIP, the terms of each Award are as determined by the Compensation Committee of the Board of Directors. A total of 6,563,435 common share Awards are authorized for issuance under the 2012 LTIP and shares of stock subject to an Award that expire, or are canceled, forfeited, exchanged, settled in cash or otherwise terminated, will again be available for future Awards under the 2012 LTIP. |
|
Non-vested Stock Awards. |
|
Subsequent to the completion of the Company's initial public offering and pursuant to the 2012 LTIP, through December 31, 2013 the Company had 2,963,672 shares of restricted common stock to directors, management and employees outstanding. Shares granted under the LTIP generally vest ratably over a period of three years (one-third on each anniversary of the grant), however, beginning in 2013, shares granted under the 2012 LTIP to directors are subject to one-year cliff vesting. |
|
The fair value of restricted stock grants is based on the value of the Company's common stock on the date of grant. Compensation expense is recognized ratably over the requisite three year service period. |
|
The following table summarizes the Company's non-vested share award activity for the years ended December 31, 2013 and 2012: |
|
| | | | | | | | | | |
| | Shares | | Weighted | | | | |
Average | | | |
Grant Date | | | |
Fair Value | | | |
Non-vested shares outstanding at December 31, 2011 | | | — | | $ | — | | | | |
Granted | | | 1,029,509 | | $ | 12.63 | | | | |
Vested | | | — | | $ | — | | | | |
Forfeited | | | (44,151 | ) | $ | 12.99 | | | | |
| | | | | | | | |
| | | | | | | | | | |
Non-vested shares outstanding at December 31, 2012 | | | 985,358 | | $ | 12.61 | | | | |
Granted | | | 2,840,241 | | $ | 6.82 | | | | |
Vested | | | (327,720 | ) | $ | 12.62 | | | | |
Forfeited | | | (534,207 | ) | $ | 8.65 | | | | |
| | | | | | | | |
| | | | | | | | | | |
Non-vested shares outstanding at December 31, 2013 | | | 2,963,672 | | $ | 7.78 | | | | |
| | | | | | | | |
| | | | | | | | | | |
|
Unrecognized expense as of December 31, 2013 for all outstanding restricted stock awards, adjusted for estimated forfeitures, was $16.3 million and will be recognized over a weighted average period of 2.08 years. |
|
At December 31, 2013, 3,272,043 shares remain available for issuance under the terms of the 2012 LTIP. |
|
The following table summarizes share-based compensation costs (net of amounts capitalized to oil and gas properties) recognized as general and administrative expense by the Company for the periods presented (in thousands): |
|
| | | | | | | | | | |
| | For the Years | |
Ended December 31, |
| | 2013 | | 2012 | | 2011 | |
Restricted and unrestricted Petroleum Inc. shares and Holdings LLC units | | $ | — | | $ | — | | $ | 53,744 | |
Incentive units | | | — | | | — | | | — | |
2012 LTIP restricted shares | | | 5,713 | | | 2,459 | | | — | |
| | | | | | | |
| | | | | | | | | | |
Total share-based compensation expense | | $ | 5,713 | | $ | 2,459 | | $ | 53,744 | |
| | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | |
|
For the years ended December 31, 2013 and 2012, the Company capitalized $1.4 million and $0.2 million, respectively, of qualifying share-based compensation costs to oil and gas properties. |
|