EQUITY

Unaudited condensed consolidated statement of changes in owners’ equity

The following table shows the changes in our consolidated owners’ equity accounts from December 31, 2015 to September 30, 2016 (in thousands):



	Common Stock		Additional Paid-in Capital			Treasury Stock			Accumulated Deficit			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Owners’ Equity
Balance at December 31, 2015	$	439	$	1,217,255		$	(5,593	)	$	(38,012	)	$	(58,562	)	$	80,829		$	1,196,356
Net income (loss)	—		—			—			(14,624		)	—			11,167			(3,457		)
Other comprehensive loss, net of income taxes	—		—			—			—			(4,569		)	—			(4,569		)
Issuance of common shares	86		228,460			—			—			—			—			228,546
Acquisition of Rose Rock's noncontrolling interest	133		199,112			—			—			—			(61,122		)	138,123
Distributions to noncontrolling interests	—		—			—			—			—			(32,133		)	(32,133		)
Dividends paid	—		(63,338		)	—			—			—			—			(63,338		)
Unvested dividend equivalent rights	—		626			—			—			—			66			692
Non-cash equity compensation	—		5,627			—			—			—			1,193			6,820
Issuance of common stock under compensation plans	1		1,236			—			—			—			—			1,237
Repurchase of common stock	—		—			(945		)	—			—			—			(945		)
Balance at September 30, 2016	$	659	$	1,588,978		$	(6,538	)	$	(52,636	)	$	(63,131	)	$	—		$	1,467,332

Accumulated other comprehensive loss

The following table presents the changes in the components of accumulated other comprehensive loss from December 31, 2015 to September 30, 2016 (in thousands):



	Currency Translation			Employee Benefit Plans			Total
Balance at December 31, 2015	$	(57,201	)	$	(1,361	)	$	(58,562	)
Currency translation adjustment, net of income tax benefit of $2,712	(4,449		)	—			(4,449		)
Changes related to benefit plans, net of income tax benefit of $40	—			(120		)	(120		)
Balance at September 30, 2016	$	(61,650	)	$	(1,481	)	$	(63,131	)

There were no significant items reclassified out of accumulated other comprehensive loss to net income for the three months and nine months ended September 30, 2016.

Equity issuances

On June 22, 2016, we issued and sold 8,625,000 shares of our Class A common stock, valued at $27.00 per share, to the public for proceeds of $228.5 million, net of underwriting fees and other offering costs of $4.3 million. Proceeds were used to repay borrowings on our revolving credit facility and will be used for future capital expenditures and general corporate purposes.

On September 30, 2016, we completed the Merger with Rose Rock. We issued 13.1 million common shares in exchange for the outstanding common limited partner units of Rose Rock which we did not already own. In addition, we recorded a reduction to our deferred tax liabilities and offsetting increase to additional paid-in capital of $144.0 million associated with the transaction. This non-cash adjustment represents the deferred tax impact of the difference between the book value of the noncontrolling interest acquired and the tax basis which is stepped-up to the fair market value of the consideration which includes the common shares issued and the assumption of liabilities associated with the noncontrolling interest. See Note 2 for further information on the Merger.

During the nine months ended September 30, 2016, 46,836 shares under the Employee Stock Purchase Plan and 161,518 shares related to our equity based compensation awards vested.

Equity-based compensation

At September 30, 2016, there were 919,069 unvested shares that have been granted under our director and employee compensation programs. The par value of these shares is not reflected in common stock on the condensed consolidated balance sheets, as these shares have not yet vested. For certain of the awards, the number of shares that will vest is contingent upon our achievement of certain specified targets. If we meet the specified maximum targets, approximately 405,000 additional shares could vest.

The holders of certain restricted stock awards are entitled to equivalent dividends (“UDs”) to be received upon vesting of the related restricted stock awards and will be settled in cash. At September 30, 2016, the value of the UDs to be settled in cash related to unvested restricted stock awards was approximately $428 thousand.

During the nine months ended September 30, 2016, we granted 678,773 restricted stock awards with a weighted average grant date fair value of $18.20 per award. Included in the awards granted for the nine months ended September 30, 2016, is 128,585 restricted stock awards granted in exchange for Rose Rock equity based awards which were canceled as part of the Merger. Incremental compensation expense was not significant. Accrued unvested unit distribution rights associated with unvested Rose Rock restricted unit awards carried over the the restricted stock awards issued in the exchange.

Dividends

The following table sets forth the quarterly dividends per share declared and/or paid to shareholders for the periods indicated:



Quarter Ending	Dividend Per Share		Date of Record	Date Paid
March 31, 2015	$	0.34	March 9, 2015	March 20, 2015
June 30, 2015	$	0.38	May 18, 2015	May 29, 2015
September 30, 2015	$	0.42	August 17, 2015	August 25, 2015
December 31, 2015	$	0.45	November 16, 2015	November 24, 2015
March 31, 2016	$	0.45	March 7, 2016	March 17, 2016
June 30, 2016	$	0.45	May 16, 2016	May 26, 2016
September 30, 2016	$	0.45	August 15, 2016	August 25, 2016
December 31, 2016	$	0.45	November 18, 2016	November 28, 2016