Stock Based Compensation

12 Months Ended

Dec. 31, 2016

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 Board (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, 2016, 54,460 shares of common stock were available for future issuances under the 2013 Plan. For the years ended December 31, 2016 and 2015, the Company recorded stock-based compensation cost of $0.2 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

Stock options are valued using the Black-Scholes option pricing model on the date of grant. The Company estimates forfeitures based on historical trends. There were no stock option grants during 2016 and 2015.

The following table summarizes stock options outstanding and changes during the years ended December 31, 2016 and 2015:

	December 31,		December 31,
	2016		2015
	Number of Stock Options	Weighted Average Exercise Price	Number of Stock Options	Weighted Average Exercise Price
Stock options outstanding at beginning of period	326,424	$           24.89	13,413	$         302.16
Granted	-	-	314,086	14.21
Expired	(210,872)	19.13	(1,075)	356.93
Canceled or forfeited	(4,724)	438.89	-	-
Stock options outstanding at end of period	110,828	$           18.24	326,424	$           24.89
Stock options exercisable at end of period	110,723	$           18.22	316,005	$           25.16

The following table summarizes stock options outstanding and exercisable by stock option plan at December 31, 2016:

	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	4,792	$                35.14	4,792	$               35.14
2004 Directors' Plan	1,390	629.52	1,390	629.52
2013 Plan	417	35.88	312	35.88
Replacement Stock Options	104,229	9.33	104,229	9.33
	110,828	$               18.24	110,723	$              18.22

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 Committee 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, 2016 and 2015:

	December 31,		December 31,
	2016		2015
	Number of RSUs	Weighted-Average Grant Date Fair Value	Number of RSUs	Weighted-Average Grant Date Fair Value
Unvested RSUs at beginning of period	32,699	$         34.25	45,390	$           34.12
Granted	-		-	-
Forfeited	(7,627)	34.61	(1,667)	32.20
Vested	(16,423)	29.09	(11,024)	34.04
Unvested RSUs at end of period	8,649	$         43.71	32,699	$           34.25

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 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, 2016 and 2015:

	December 31,		December 31,
	2016		2015
	Number of RSAs	Weighted-Average Grant Date Fair Value	Number of RSAs	Weighted-Average Grant Date Fair Value
Unvested RSAs at beginning of period	1,366	$           40.01	2,223	$           62.65
Forfeited	(410)	44.84	(104)	80.40
Vested	(956)	37.94	(753)	101.26
Unvested RSAs at end of period	-	$                  -	1,366	$           40.01

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 did not anticipate this performance condition to be met prior to the February 10, 2016 expiry date, the Company did not recognize the fair value of these performance shares. All performance shares expired on February 10, 2016 without the performance conditions met.