Shareholders' Equity

12 Months Ended

Dec. 31, 2015

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Preferred Stock

In June 2014, we completed a registered offering of 32,500 shares of our 6% Series B Convertible Perpetual Preferred Stock (the “Series B Preferred Stock”) that provided $313.3 million of proceeds, net of underwriting fees and issuance costs.

The annual dividend on each share of the Series B Preferred Stock is 6.00% per annum on the liquidation preference of $10,000 per share and is payable quarterly, in arrears, on January 15, April 15, July 15 and October 15 of each year. We may, at our option, pay dividends in cash, common stock or a combination thereof.

Each share of the Series B Preferred Stock is convertible, at the option of the holder, into a number of shares of our common stock equal to the liquidation preference of $10,000 divided by the conversion price, which is initially $18.34 per share and is subject to specified anti-dilution adjustments. The initial conversion rate is equal to 545.17 shares of our common stock for each share of the Series B Preferred Stock. The initial conversion price represents a premium of 30 percent relative to the last reported sales price of $14.11 per share prior to the offering of the Series B Preferred Stock. The Series B Preferred Stock is not redeemable by us or the holders at any time. At any time on or after July 15, 2019, we may, at our option, cause all outstanding shares of the Series B Preferred Stock to be automatically converted into shares of our common stock at the then-applicable conversion price if the closing sale price of our common stock exceeds 130% of the then-applicable conversion price for a specified period prior to conversion. If a holder elects to convert shares of the Series B Preferred Stock upon the occurrence of certain specified fundamental changes, we may be obligated to deliver an additional number of shares above the applicable conversion rate to compensate the holder for lost option value.

In October 2012, we completed a registered offering of 11,500 shares of our 6% Series A Convertible Perpetual Preferred Stock (the “Series A Preferred Stock”) that provided $110.3 million of proceeds, net of underwriting fees and issuance costs.

The annual dividend on each share of the Series A Preferred Stock is 6.00% per annum on the liquidation preference of $10,000 per share and is payable quarterly, in arrears, on January 15, April 15, July 15 and October 15 of each year. We may, at our option, pay dividends in cash, common stock or a combination thereof.

Each share of the Series A Preferred Stock is convertible, at the option of the holder, into a number of shares of our common stock equal to the liquidation preference of $10,000 divided by the conversion price, which is initially $6.00 per share and is subject to specified anti-dilution adjustments. The initial conversion rate is equal to 1,666.67 shares of our common stock for each share of the Series A Preferred Stock. The initial conversion price represents a premium of 20 percent relative to the 2012 common stock offering price of $5.00 per share. The Series A Preferred Stock is not redeemable by us or the holders at any time. At any time on or after October 15, 2017, we may, at our option, cause all outstanding shares of the Series A Preferred Stock to be automatically converted into shares of our common stock at the then-applicable conversion price if the closing sale price of our common stock exceeds 130% of the then-applicable conversion price for a specified period prior to conversion. If a holder elects to convert shares of the Series A Preferred Stock upon the occurrence of certain specified fundamental changes, we may be obligated to deliver an additional number of shares above the applicable conversion rate to compensate the holder for lost option value.

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. The suspension was extended through December 31, 2015. Pursuant to the Eleventh Amendment, we are precluded from making dividend payments on our Series A and Series B Preferred Stock. Our articles of incorporation provide that any 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 year ended December 31, 2015, we accumulated a total of $10.7 million in unpaid preferred stock dividends, including $1.7 million attributable to the Series A Preferred Stock and $9.0 million attributable to 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.

Common Stock

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.

In 2015, a total of 4,029 shares of the Series A Preferred Stock were converted into 6.7 million shares of our common stock and a total of 4,949 shares of the Series B Preferred Stock were converted into 2.7 million shares of our common stock. In 2014, a total of 3,555 shares of the Series A Preferred Stock were converted into 5.9 million shares of our common stock. We made payments of approximately $4.3 million in 2014 to induce the conversion of substantially all of these shares.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income and losses are entirely attributable to our pension and postretirement benefit obligations. The accumulated other comprehensive income, net of tax, were $0.4 million, $0.2 million and $0.3 million as of December 31, 2015, 2014 and 2013, respectively. 

Treasury Stock

A portion of the compensation for certain non-employee members of our board of directors has been paid in deferred common stock units in recent years through the third quarter of 2015. Each deferred common stock unit represents one share of common stock, vests immediately upon issuance, and is available to the holder upon retirement from our board of directors. In addition, prior to 2012, certain of our employees made elective deferrals of compensation under the SERP, a portion of which was invested, at the employee’s direction, in our common stock.

Shares of our common stock held by the SERP and deferred common stock units that have not been converted into common stock are presented for financial reporting purposes as treasury stock carried at cost. A total of 455,689 and 262,070 shares were recorded as treasury stock as of December 31, 2015 and 2014, respectively.