Stock-Based Compensation

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

10. STOCK BASED COMPENSATION

Stock-based compensation awards consist of stock options, restricted stock units, restricted stock awards and bonus shares issued under the Company’s equity incentive plans which include: the 2013 Omnibus Incentive Plan (the “2013 Plan”); the 2007 Restricted Stock Plan (the “2007 Plan”); the Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan (the “2004 Directors’ Plan”); and the 2004 Stock Incentive Plan (the “2004 Plan”). Upon approval of the 2013 Plan by the Company’s stockholders on June 4, 2013, the Company’s authority to grant new awards under all plans other than the 2013 Plan was terminated. Under the 2013 Plan, the Company may grant awards of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to eligible persons. The maximum number of the Company’s common stock that may be reserved for issuance under the 2013 Plan is 1,000,000 shares of common stock, plus unissued shares under the prior plans. Equity awards under the 2013 Plan are granted from time to time at the discretion of the Compensation Committee of the Company (the “Committee”), with vesting periods and other terms as determined by the Committee with a maximum term of 10 years. The 2013 Plan is administered by the Committee, which can delegate the administration to the Board, other Committees or to such other officers and employees of the Company as designated by the Committee.

As of December 31, 2015, 44,593 shares of common stock were available for future issuances under the 2013 Plan. For the years ended December 31, 2015 and 2014, the Company recorded stock-based compensation cost of $0.9 million and $1.0 million, respectively, which has been included in general and administrative expense.

In addition, upon completion of the Anatolia Transaction, the Company issued 374,749 replacement options and performance shares to the option holders and performance share holders of Anatolia Energy. The number of replacement options and performance shares was based upon the Black-Scholes value with the exercise prices of the replacement options and performance shares determined using the exchange rate of 0.00548. The options and performance shares were issued with the same terms and conditions as were applicable prior to the Anatolia Transaction.

Bonus Shares

In March 2015, in accordance with the Company’s 2013 Plan, the Company awarded its executives bonuses that were paid out in common stock of the Company. The bonus shares were valued using the closing share price of the Company’s common stock on the date of grant. The bonus shares vested immediately and had a grant date fair value of $0.3 million.

Stock Options

The following table summarizes stock options outstanding and changes during the years ended December 31, 2015 and 2014:

	December 31, 2015					December 31, 2014
	Number of Stock Options			Weighted Average Exercise Price		Number of Stock Options			Weighted Average Exercise Price
Stock options outstanding at beginning of period		13,388		$	302.16		25,781		$	237.00
Granted		314,086			14.21		-			-
Expired		(1,075	)		356.93		(11,227	)		144.84
Canceled or forfeited		-			-		(1,166	)		375.72
Stock options outstanding at end of period		326,399		$	24.89		13,388		$	302.16
Stock options exercisable at end of period		316,005		$	25.16		9,611		$	405.72

The following table summarizes stock options outstanding and exercisable by stock option plan at December 31, 2015:

	Outstanding Stock Options				Exercisable Stock Options
Stock Option Plan	Number of Stock Options Outstanding		Weighted Average Exercise Price		Number of Stock Options Exercisable		Weighted Average Exercise Price
2004 Plan		5,790	$	121.20		4,263	$	152.89
2004 Directors’ Plan		6,107		482.34		5,899		497.57
2013 Plan		416		35.88		208		35.88
Replacement Stock Options		314,086		14.21		305,635		14.26
		326,399	$	24.89		316,005	$	25.16

The fair value of the replacement options granted upon completion of the Anatolia Transaction was estimated as of November 9, 2015 using the Black-Scholes option pricing model using the following assumptions:

Expected volatility	90% - 100	%
Risk-free interest rate	0.51% - 1.72	%
Expected life (years)	0.89 - 4.20
Dividend yield	N/A

Stock Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Expected price volatility is based on the historical volatility of our common stock. Changes in the subjective input assumptions can materially affect the fair value estimate. The expected term of the options granted is derived from the output of the option pricing model and represents the period of time that the options granted are expected to be outstanding. The risk-free rate for the periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the date of grant.

Total estimated unrecognized compensation cost from unvested stock options as of December 31, 2015 was $27,508, which is expected to be recognized over a weighted-average period of 0.53 years.

Restricted Stock Units

Time-based and performance-based RSUs are valued using the closing share price of the Company’s common stock on the date of grant. The final number of shares issued under performance-based RSUs is generally based on the Company’s prior year performance as determined by the Compensation Committee of the Board of Directors at each vesting date, and the valuation of such awards assumes full satisfaction of all performance criteria.

The following table summarizes RSU activity for the years ending December 31, 2015 and 2014:

	December 31, 2015					December 31, 2014
	Number of RSUs			Weighted- Average Grant Date Fair Value		Number of RSUs			Weighted- Average Grant Date Fair Value
Unvested RSUs at beginning of period		45,397		$	34.12		23,329		$	39.69
Granted		-			-		35,989			31.36
Forfeited		(1,667	)		32.20		(2,480	)		40.54
Vested		(11,024	)		34.04		(11,441	)		35.38
Unvested RSUs at end of period		32,706		$	34.25		45,397		$	34.12

Total estimated unrecognized compensation cost from unvested RSUs as of December 31, 2015 was approximately $0.3 million, which is expected to be recognized over a weighted-average period of 2.47 years.

Restricted Stock Awards

Time-based and performance-based RSAs are valued using the closing share price of the Company’s common stock on the date of grant. Vesting based on performance criteria is generally based on the Company’s performance as determined by the Compensation Committee at each vesting date, and the valuation of such grants assumes full satisfaction of all performance criteria. Employee participants who receive restricted stock awards have all of the rights of a shareholder, including the right to vote shares of restricted stock that are the subject of the grant and the right to receive any regular cash dividends paid out of current earnings.

The following table summarizes RSA activity during the years ended December 31, 2015 and 2014:

	December 31, 2015					December 31, 2014
	Number of RSAs			Weighted- Average Grant Date Fair Value		Number of RSAs			Weighted- Average Grant Date Fair Value
Unvested RSAs at beginning of period		2,223		$	62.65		4,508		$	65.87
Forfeited		(104	)		80.40		(466	)		64.66
Vested		(753	)		101.26		(1,819	)		70.11
Unvested RSAs at end of period		1,366		$	40.01		2,223		$	62.65

The total estimated unrecognized compensation cost from the unvested RSA grants at December 31, 2015 was $2,600, which is expected to be recognized over the weighted-average vesting period of 0.15 years.

Performance Shares

The Company issued 58,286 replacement performance shares upon completion of the Anatolia Transaction. These performance shares entitle each holder to convert their performance share into a share of the Company’s common stock upon the Company declaring a mineral resource estimate for the Temrezli project of at least 15.0 million lbs. As the Company does not anticipate this performance condition will be met prior to the February 10, 2016 expiry date, the Company did not recognize the fair value of these performance shares.