Shareholders' Equity

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

The following tables summarize the components of our shareholders’ equity and the changes therein as of and for the nine months ended September 30, 2015 and 2014:

	As of						Preferred								As of
	December 31,						Stock		Dividends			All Other			September 30,
	2014			Net Loss			Offering		Declared 1			Changes 2			2015
Preferred stock 3	$	4,044		$	—		$	—	$	—		$	(87	)	$	3,957
Common stock 3	529			—			—		—			19			548
Paid-in capital 3	1,206,305			—			—		—			2,882			1,209,187
Accumulated deficit	(535,176		)	(111,394		)	—		(12,134		)	—			(658,704		)
Deferred compensation obligation	3,211			—			—		—			229			3,440
Accumulated other comprehensive income 4	249			—			—		—			(32		)	217
Treasury stock	(3,345		)	—			—		—			(229		)	(3,574		)
	$	675,817		$	(111,394	)	$	—	$	(12,134	)	$	2,782		$	555,071
	As of						Preferred								As of
	December 31,						Stock		Dividends			All Other			September 30,
	2013			Net Income			Offering		Declared 1			Changes 2			2014
Preferred stock 3	$	1,150		$	—		$	3,250	$	—		$	(356	)	$	4,044
Common stock 3	466			—			—		—			62			528
Paid-in capital 3	891,351			—			310,080		—			3,871			1,205,302
Accumulated deficit 3	(104,180		)	8,102			—		(11,081		)	(4,256		)	(111,415		)
Deferred compensation obligation	2,792			—			—		—			314			3,106
Accumulated other comprehensive income 4	267			—			—		—			74			341
Treasury stock	(3,042		)	—			—		—			(197		)	(3,239		)
	$	788,804		$	8,102		$	313,330	$	(11,081	)	$	(488	)	$	1,098,667

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¹ Includes dividends declared of $300.00 per share and $450.00 per share of our Series A 6% Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) during the nine months ended September 30, 2015 and 2014, respectively, and $300.00 per share and $198.33 per share of our Series B 6% Convertible Perpetual Preferred Stock (the “Series B Preferred Stock”) for the nine months ended September 30, 2015 and 2014, respectively.

² Includes equity-classified share-based compensation of $3,369 and $2,638 for the nine months ended September 30, 2015 and 2014, respectively.

³ A total of 875 shares, or 87,500 depositary shares, of the Series A Preferred Stock were converted into 1,458,336 shares of our common stock during the nine months ended September 30, 2015. A total of 3,555 shares, or 355,482 depositary shares, of the Series A Preferred Stock were converted into 5,924,706 shares of our common stock during the nine months ended September 30, 2014. We made payments of $4.3 million to induce the conversion of 3,527 of these shares during the 2014 period.

⁴ Accumulated other comprehensive income (“AOCI”) is entirely attributable to our defined benefit pension and postretirement health care plans. The changes in the balance of AOCI for the nine months ended September 30, 2015 and 2014 represent reclassifications from AOCI to net periodic benefit expense, a component of General and administrative expenses, of $(49) and $114 and are presented above net of taxes of $(17) and $40, respectively.

In September 2015, we announced a suspension of quarterly dividends on the Series A Preferred Stock and Series B Preferred Stock for the quarter ended September 30, 2015. Our articles of incorporation provide that any unpaid dividends, including the unpaid dividends for the quarter ended September 30, 2015 and any future unpaid dividends, will accumulate. While the accumulation does not result in presentation of a liability on the balance sheet, the accumulated dividends are deducted from our net income (or added to our net loss) in the determination of income (loss) attributable to common shareholders and the related earnings (loss) per share. For the quarter ended September 30, 2015, we accumulated a total of $5.9 million in unpaid preferred stock dividends, including $1.0 million attributable to dividends of $150.00 per share on 7,070 eligible shares of the Series A Preferred Stock and $4.9 million attributable to dividends of $150.00 per share on 32,500 eligible shares of the Series B Preferred Stock.

If we do not pay dividends on our Series A Preferred Stock and B Preferred Stock for six quarterly periods, whether consecutive or non-consecutive, the holders of the shares of both series of preferred stock, voting together as a single class, will have the right to elect two additional directors to serve on our board of directors until all accumulated and unpaid dividends are paid in full.

In May 2015, Penn Virginia’s articles of incorporation were amended to increase the number of total authorized shares of common stock by 100 million to 228 million from 128 million.