Equity and Share-Based Compensation | 12. Equity and Share-Based Compensation Emergence from Bankruptcy On the Effective Date, the Company’s then existing common stock was canceled and new common stock in the reorganized Company was issued. In addition, Company’s previous share-based compensation awards were either vested or canceled upon the Company’s emergence from bankruptcy. Common Shares Successor Period At December 31, 2017, the Company had 25,272,969 and 25,173,346 shares of its common stock issued and outstanding, respectively. On the Effective Date, the Company issued 24,687,500 shares of Successor common stock in the reorganized Company. On November 8, 2016, the Company issued 12,400 shares of common stock to employees and non-employee directors, which vested immediately upon issuance. On November 9, 2016, the Company issued an additional 294,967 shares of common stock of the reorganized Company pursuant to the Plan. The Company will issue 17,533 additional common shares pursuant to the Plan in a future distribution. The total authorized common stock of the reorganized Company consists of 250,000,000 shares of common stock and 50,000,000 shares of preferred stock, par value $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. Share Activity The following table summarizes changes in the number of shares of common stock and treasury stock since January 1, 2015: Common Treasury Share count as of December 31, 2014 (Predecessor) ) Grants of restricted stock — Forfeitures of restricted stock ) — Acquisition of treasury stock — ) Fractional share adjustment due to reverse stock split ) — Issuance of common stock for Series A Preferred Stock conversion — Share count as of December 31, 2015 (Predecessor) ) Grants of restricted stock — — Forfeitures of restricted stock ) — Acquisition of treasury stock — ) Share count as of October 21, 2016 (Predecessor) ) Cancellation of common stock ) — Cancellation of treasury stock — Share count as of October 21, 2016 (Predecessor) — — Issuance of successor common stock — Share count as of October 21, 2016 (Successor) — Issuance of successor common stock — Acquisition of treasury stock — — Share count as of December 31, 2016 (Successor) — Issuance of successor common stock — Acquisition of treasury stock — ) Share count as of December 31, 2017 (Successor) ) (1) Treasury stock represents the net settlement on vesting of restricted stock necessary to satisfy the minimum statutory withholding requirements. Warrants At the Effective Date, the Company issued 4,411,765 Third Lien Notes Warrants to purchase up to an aggregate of 4,411,765 shares of common stock at an initial exercise price of $24.00 per share and 2,213,789 Unsecured Creditor Warrants to purchase up to an aggregate of 2,213,789 shares of common stock at an initial exercise price of $46.00 per share. The Warrants expire on April 21, 2020. Holders of the Warrants do not have the right to vote, to consent, to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of shares of common stock, or to exercise any rights whatsoever as a stockholder of the Company unless, until and only to the extent such holder of Warrants becomes a holder of record of shares of common stock issued upon settlement of Warrants. The number of shares of common stock for which the Warrants is exercisable, and the exercise price per share of the Warrants are subject to adjustment from time to time upon the occurrence of certain events, including the issuance of common stock as a dividend or distribution to all holders of shares of common stock, a pro rata repurchase offer of common stock or a subdivision, combination, split, reverse split or reclassification of outstanding common stock into a greater or smaller number of shares of common stock. Upon the occurrence of certain events constituting an organic change (as defined in the Warrant Agreements), holders of the Warrants will have the right to receive, upon exercise of the Warrants, the amount of securities, cash or other property received in connection with such event with respect to or in exchange for the number of shares of common stock for which such Warrants are exercisable immediately prior to such event. The Warrants permit a holder to elect to exercise such that no payment of cash will be required (a “Net Share Settlement”). If Net Share Settlement is elected, the Company is authorized to withhold and not issue in payment of the exercise price, a number of shares of common stock equal to (i) the number of shares of common stock for which the Warrants are being exercised, multiplied by (ii) the exercise price, and divided by (iii) the current sale price (as defined in the Warrant Agreements) on the exercise date. Share-Based Compensation Emergence from Bankruptcy The Company’s share-based compensation awards that remained unvested at the Effective Date were cancelled upon the Company’s emergence from the Chapter 11 Cases. The cancellation of these share-based compensation awards resulted in the recognition of $1.3 million of expense in the Predecessor Period to record any previously unamortized expense related to such awards. Also, at the Effective Date, the Company’s 2012 Long Term Incentive Plan (the “2012 LTIP”) was replaced by the Company’s 2016 LTIP. The types of awards that may be granted under the 2016 LTIP include stock options, restricted stock units (“RSUs”), restricted stock, performance and market awards and other forms of awards granted or denominated in shares of common stock of the reorganized Company, as well as certain cash-based awards (the “Awards”). The terms of each award are as determined by the Compensation Committee of the Board of Directors. 2016 Long Term Incentive Plan On the Effective Date, the Company established the 2016 LTIP and filed a Form S-8 with the SEC, registering 3,513,950 shares for issuance under the terms of the 2016 LTIP to employees, directors and certain other persons (the “Award Shares”). Subject to certain limitations as defined in the 2016 LTIP, the terms of each Award are to be determined by the 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 2016 LTIP. At December 31, 2017, 2,129,011 Award Shares remain available for issuance under the terms of the 2016 LTIP. 2012 Long Term Incentive Plan On April 20, 2012, the Company established the 2012 LTIP and filed a Form S-8 with the SEC. The 2012 LTIP provided for the granting of Options (Incentive and other), Restricted Stock Awards, RSUs, Stock Appreciation Rights, Dividend Equivalents, Bonus Stock, Other Stock-Based Awards, Annual Incentive Awards, Performance Awards, or any combination of the foregoing. Subject to certain limitations as defined in the 2012 LTIP, the terms of each Award were determined by the Compensation Committee of the Board of Directors. The 2012 LTIP was cancelled upon the Company’s emergence on the Effective Date. Restricted Stock Units As of December 31, 2017, the Company had 324,984 shares of RSUs outstanding to employees and non-employee directors pursuant to the 2016 LTIP, excluding RSUs issued to non-employee directors containing a market condition and RSUs issued to the Chief Executive Officer (“CEO”) containing a market condition, which are discussed below. RSUs granted to employees under the 2016 LTIP vest ratably over a period of three years: one-sixth will vest on the six-month anniversary of the grant date, an additional one-sixth will vest on the twelve-month anniversary of the grant date, an additional one-third will vest on the twenty-four month anniversary of the grant date and the final one-third will vest on the thirty-six month anniversary of the grant date. RSUs granted to non-employee directors vest on the first to occur of (i) one-year elapses from the grant date, (ii) the date the non-employee director ceases to be a director of the Board (other than for cause), (iii) the director’s death, (iv) the director’s disability or (v) a change in control of the Company. If an employee terminates employment prior to the vesting date, the outstanding award is forfeited. RSUs are subject to accelerated vesting in the event a recipient’s employment is terminated prior to the vesting date by the Company without “Cause” or by the participant with “Good Reason” (each, as defined in the 2016 LTIP) or due to the participant’s death or disability. The fair value of RSUs was based on grant date fair value of the Company’s common stock. Compensation expense is recognized ratably over the requisite service period. The following table summarizes the Company’s non-vested restricted stock unit award activity for the year ended December 31, 2017, the Successor Period, the Predecessor Period and the year ended December 31, 2015: Restricted Stock Weighted Average Non-vested shares outstanding at December 31, 2014 (Predecessor) $ Granted $ Vested ) $ Forfeited ) $ Non-vested shares outstanding at December 31, 2015 (Predecessor) $ Granted — $ — Vested ) $ Forfeited ) $ Non-vested shares outstanding at October 20, 2016 (Predecessor) $ Cancellation of non-vested shares ) $ Non-vested shares outstanding at October 20, 2016 (Predecessor) — $ — Granted at Effective Date $ Non-vested shares outstanding at October 21, 2016 (Successor) $ Granted $ Forfeited ) $ Non-vested shares outstanding at December 31, 2016 (Successor) $ Granted $ Vested(1) ) $ Forfeited ) $ Non-vested shares outstanding at December 31, 2017 (Successor) $ (1) Vested RSUs include 109,820 awards in which vesting was accelerated to October 21, 2017 as a result of the former CEO’s amended employment agreement, as well as, 57,856 director awards that vested at December 31, 2017 but receipt/issuance of the vested shares was deferred until 2020. On August 22, 2017, the Company amended the employment agreement of Fredric F. Brace, former President and Chief Executive Officer (the “Executive Employment Amendment”). Among other provisions, the Executive Employment Amendment accelerated the vesting of all outstanding equity awards of Mr. Brace to October 21, 2017. As a result, approximately $1.2 million of compensation expense associated with Mr. Brace’s non-vested restricted stock was accelerated into the third and fourth quarters of 2017. The share-based compensation costs (net of amounts capitalized to oil and gas properties) related to RSUs recognized as general and administrative expense by the Company for the year ended December 31, 2017, the Successor Period, the Predecessor Period and the year ended December 31, 2015, was $5.8 million, $1.7 million, $2.6 million and $4.4 million, respectively. For the year ended December 31, 2017, the Successor Period, the Predecessor Period and the year ended December 31, 2015, the Company capitalized $1.3 million, $0.4 million, $0.5 million and $1.3 million, respectively, of qualifying restricted stock unit share-based compensation costs to oil and gas properties. For the year ended December 31, 2014, the Company announced that its corporate headquarters was relocating from Houston, Texas to Tulsa, Oklahoma, which resulted in the accelerated vesting of restricted stock awards under the 2012 LTIP in the period for Houston employees subject to a severance agreement. Of the $4.4 million in share-based compensation for year ended December 31, 2015, approximately $1.5 million was related to the accelerated vesting for employees impacted by the corporate relocation. Unrecognized expense as of December 31, 2017 for all outstanding RSUs under the 2016 LTIP Plan was $3.5 million and will be recognized over a weighted average period of 1.4 years. Stock Options On December 31, 2017, the Company had 245,845 options outstanding pursuant to the 2016 LTIP. Stock Option Awards granted under the 2016 LTIP vest ratably over a period of three years: one-sixth will vest on the six-month anniversary of the grant date, an additional one-sixth will vest on the twelve-month anniversary of the grant date, an additional one-third will vest on the twenty-four month anniversary of the grant date and the final one-third will vest on the thirty-six month anniversary of the grant date. Stock Option Awards expire 10 years from the grant date. If an employee terminates employment prior to the vesting date, the outstanding award is forfeited. Stock options are subject to accelerated vesting in the event a recipient’s employment is terminated prior to the vesting date by the Company without “Cause” or by the participant with “Good Reason” (each, as defined in the 2016 LTIP) or due to the participant’s death or disability. The Company utilizes the Black-Scholes-Merton option pricing model to determine the fair value of stock option awards. Determining the fair value of equity-based awards requires judgment, including estimating the expected term that stock option awards will be outstanding prior to exercise and the associated volatility. The weighted average assumptions used to estimate the fair value of stock option awards granted in 2017 and 2016 are as follows: Awards Issued in Awards Issued in Weighted-average assumptions used: Risk-free interest rate (1) % % Dividend yield — — Expected option life (2) Expected volatility (3) % % Calculated fair value per stock option $ $ (1) U.S. Treasury yields as of the grant date were utilized for the risk-free interest rate assumption, matching the treasury yield terms to the expected life of the option. (2) As the Company does not have significant history associated with stock options, expected option life assumptions were developed using the simplified method in accordance with US GAAP. A change in the expected option life of +/- 2 years would impact expense by $0.1 million and $(0.2) million for the Successor Period and $0.9 million and $(1.1) million over the vesting period of three years. Stock options granted during the year ended December 31, 2017 were not significant. (3) As the Company does not have significant stock option history, it utilized six peer companies of comparable size and industry to estimate volatility utilizing a period that is commensurate with the expected option life. The Company weighted historical volatility and implied volatility 50/50 for those peer companies where both were available, with volatility ranging in the peer companies from 36.9% to 68.2% in 2017 and 38.5% to 65.9% in 2016. The following table summarizes the Company’s 2016 LTIP non-vested stock option activity for the year ended December 31, 2017 and the Successor Period: Options Range of Weighted Weighted Stock options outstanding at October 21, 2016 $ $ Granted $ $ Vested — $ — $ — — Forfeited ) $ — Stock options outstanding at December 31, 2016 $ Granted $ $ Vested (1) ) $ 19.08-20.97 $ — Forfeited ) $ $ — Stock options outstanding at December 31, 2017 $ Vested and exercisable at end of period (2) $ 19.08-20.97 $ (1) Vested stock options include 109,820 awards in which vesting was accelerated to October 21, 2017 as a result of the former CEO’s amended employment agreement. (2) Vested and exercisable options at December 31, 2017, had no aggregate intrinsic value. There were no vested options at December 31, 2016. On August 22, 2017, the Company amended the Executive Employment Amendment. Among other provisions, the Executive Employment Amendment accelerated the vesting of all outstanding equity awards of Mr. Brace to October 21, 2017. As a result, approximately $0.7 million of compensation expense associated with Mr. Brace’s non-vested stock options was accelerated into the third and fourth quarters of 2017. The share-based compensation costs (net of amounts capitalized to oil and gas properties) related to stock options recognized as general and administrative expense by the Company for the years ended December 31, 2017 and 2016 was $2.6 million and $0.8 million, respectively. For the years ended December 31, 2017 and 2016, the Company capitalized $0.7 million and $0.2 million, respectively, of qualifying stock option share-based compensation costs to oil and gas properties. Unrecognized expense as of December 31, 2017 for all outstanding stock options was $1.3 million and will be recognized over a weighted average period of 1.3 years. Non-Employee Director Restricted Stock Units Containing a Market Condition On November 23, 2016, the Company issued certain RSUs to its non-employee directors that contain a market vesting condition. These RSUs will vest (i) on the first business day following the date on which the trailing 60-day average share price (including any dividends paid) of the Company’s common stock is equal to or greater than $30.00 or (ii) upon a change in control of the Company. Additionally, all unvested RSUs containing a market vesting condition will be immediately forfeited upon the first to occur of (i) the fifth (5th) anniversary of the grant date or (ii) any participant’s termination for any reason (except for a termination as part of a change in control of the Company). These restricted stock awards are accounted for as liability awards under FASB Accounting Standards Codification (“ASC”) 718 as the awards allow for the withholding of taxes at the discretion of the non-employee director. The liability is re-measured, with a corresponding adjustment to earnings, at each fiscal quarter-end during the performance cycle. The liability and related compensation expense of these awards for each period is recognized by dividing the fair value of the total liability by the requisite service period and recording the pro rata share for the period for which service has already been provided. As there are inherent uncertainties related to these factors and the Company’s judgment in applying them to the fair value determinations, there is risk that the recorded compensation may not accurately reflect the amount ultimately earned by the non-employee directors. A Monte Carlo simulation was used in order to determine the fair value of these awards as of December 31, 2017 and 2016. The assumptions used to estimate the fair value of restricted stock unit awards with a market condition at December 31, 2017 and 2016 are as follows: December 31, 2017 December 31, 2016 Risk-free interest rate (1) % % Dividend yield — — Expected volatility (2) % % Market Price Hurdle $ $ Calculated fair value per restricted stock unit $ $ (1) U.S. Treasury yields as of the grant date were utilized for the risk-free interest rate assumption, matching the treasury yield terms to the expected life of the restricted stock unit. (2) As the Company does not have a significant stock trading history, it utilized six peer companies of comparable size and industry to estimate volatility utilizing a period that is commensurate with the expected option life. The Company weighted historical volatility and implied volatility 50/50 for those peer companies where both were available, with volatility ranging in the peer companies from 55.1% to 89.0% and 39.8% to 61.4%, respectively. The restricted stock unit awards issued to non-employee directors containing a market condition had a derived service period of one year. At December 31, 2017 and 2016, the Company recorded $0.9 million and $0.1 million, respectively, of liabilities included within accrued liabilities on the consolidated balance sheets related to the market condition awards. As of December 31, 2017, there was no unrecognized stock-based compensation related to director market condition awards. The following table reflects the outstanding non-employee director restricted stock unit awards containing a market condition for the year ended December 31, 2017 and the Successor Period: Shares Weighted Average Outstanding at October 21, 2016 — $ — Granted $ Vested — $ — Forfeited — $ — Outstanding at December 31, 2016 $ Outstanding at December 31, 2017 $ Chief Executive Officer Restricted Stock Units Containing a Market Condition On November 1, 2017, the Company issued certain RSUs to our CEO that contain a market vesting condition. These RSUs will vest, if at all, based on the Company’s total stockholder return for the performance period of October 25, 2017 through October 31, 2020. Market conditions under this grant are (1) with respect to 50% of the RSUs granted, the Company’s 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 (2) with respect to the remaining 50% of the RSUs granted, the Company’s “Relative TSR” as follows: Actual TSR for the Performance Period Vesting as % of Relative TSR for the Performance Period Vesting as % of Maximum 25% or greater compounded annual growth (“CAGR”) % Top 5% or better Relative TSR to Peer Group % Target 20% or greater CAGR % Top 33.3% or better Relative TSR to Peer Group % Threshold 15% or greater CAGR % Top 50% or better Relative TSR to Peer Group % Below Threshold Less than 15% CAGR % Less than 50% of Relative TSR to Peer Group % To the extent that actual TSR or Relative TSR for the performance period is between specified vesting levels, the portion of the RSUs 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. If the CEO terminates employment prior to vesting, the outstanding award is forfeited. The CEO RSUs with a market condition are subject to accelerated vesting in the event the CEO’s employment is terminated prior to vesting by the Company without “Cause” or by the participant with “Good Reason” (each, as defined in the 2016 LTIP) or due to the participant’s death or disability. Upon a change in control, the compensation committee of the board of directors could (1) accelerate all or a portion of the award, (2) cancel all of the award and pay cash, stock or combination equal to the change in control price, (3) provide for the assumption or substitution or continuation by the successor company, (4) certify to the extent to which the vesting conditions had been achieved prior to the conclusion of the performance period or (5) adjust RSUs to reflect the change in control. These restricted stock awards are accounted for as equity awards under FASB ASC 718 as the awards are settled in shares of the Company with no additional settlement options permitted. At the grant date, the Company estimated the fair value of this equity award. The compensation expense of this award each period is recognized by dividing the fair value of the total award by the requisite service period and recording the pro rata share for the period for which service has already been provided. As there are inherent uncertainties related to these factors and the Company’s judgment in applying them to the fair value determinations, there is risk that the recorded compensation may not accurately reflect the amount ultimately earned by the CEO. 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 CEO’s restricted stock unit awards with a market condition are as follows: Awards Issued Risk-free interest rate (1) Dividend yield — Expected volatility 41.0% - 130.0% Calculated fair value per unit $ (1) U.S. Treasury yields as of the grant date were utilized for the risk-free interest rate assumption, matching the treasury yield terms to the life of the CEO restricted stock unit award with a market condition. The RSUs issued to the CEO containing a market condition have a service period of three years. The share-based compensation costs related to the CEO RSUs containing a market condition recognized as general and administrative expense by the Company was $0.1 million at December 31, 2017. As of December 31, 2017, unrecognized stock-based compensation related to CEO RSUs containing a market condition was $1.4 million and will be recognized over a weighted-average period of 2.8 years. The following table reflects the outstanding CEO RSUs containing a market condition for the year ended December 31, 2017: Shares Weighted Average Outstanding at December 31, 2016 — $ — Granted $ Vested — $ — Forfeited — $ — Outstanding at December 31, 2017 $ Unrestricted Common Share Awards On November 7, 2016, 12,400 shares of unrestricted stock were issued to employees and non-employee directors, which vested immediately upon issuance. For the Successor Period, total expense associated with these unrestricted vested common shares was $0.2 million. There was no unrecognized expense associated with these awards at December 31, 2017 or 2016. Stock-Based Compensation Expense Summary The following summarizes stock-based compensation expense for the periods presented (in thousands): Successor Predecessor For the Year For the For the For the Year 2017 31, 2016 2016 2015 Restricted stock units (Predecessor) $ — $ — $ $ Restricted stock units (Successor) — — Stock options (Successor) — — Non-employee director restricted stock units with a market condition (Successor) — — CEO restricted stock units with a market condition (Successor) — — — Unrestricted stock awards (Successor) — — — Total stock-based compensation Less: amounts capitalized to oil and natural gas properties ) ) ) ) Net stock-based compensation $ $ $ $ |