Stock Based Compensation

12 Months Ended

Dec. 31, 2018

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

Stock Based Compensation

9. 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 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. On July 18, 2017, the Company’s stockholders approved an amendment to the 2013 Plan to increase the authorized number of shares of common stock available and reserved for issuance under the 2013 Plan by 1.0 million shares and re-approve the material terms of the performance goals under such plan. 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 1,083,333 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 and permitted by the 2013 Plan.

As of December 31, 2018, 13,905 shares were available for future issuances under the 2013 Plan. For the years ending December 31, 2018 and 2017, the Company recorded stock-based compensation expense of $0.3 million and $0.1 million, respectively. Stock compensation expense is recorded in general and administrative expenses.

In addition to the plans above, upon closing of the Company’s acquisition of Anatolia Energy Limited in November 2015, the Company issued 374,749 replacement options and performance shares to the option holders and performance shareholders of Anatolia Energy Limited. 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 acquisition of Anatolia Energy Limited. As of December 31, 2018, there were 25,271 replacement options outstanding and no performance shares outstanding.

In addition to the plans above, upon closing of the Company’s acquisition of Alabama Graphite in April 2018, the Company issued 2,508,378 replacement options and warrants to the option and warrant holders of Alabama Graphite. The number of replacement options and warrants shares was determined using the arrangement exchange rate of 0.08. The exercise prices for the option and warrant shares were first converted for the exchange rate of 0.08 and then converted to USD using the exchange rate on December 13, 2017 of 0.77809 (CAD to USD). The options and warrant shares were issued with the same terms and conditions as were applicable prior to the acquisition of Alabama Graphite. As of December 31, 2018, there were 289,600 replacement options and 571,985 replacement warrants outstanding.

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.

The following table summarizes stock options outstanding and changes during the years ended December 31, 2018 and 2017:

	December 31,					December 31,
	2018					2017
	Number of Stock Options			Weighted Average Exercise Price		Number of Stock Options			Weighted Average Exercise Price
Stock options outstanding at beginning of period		286,174		$	5.53		110,828		$	18.24
Granted		812,689			0.98		189,164			1.40
Expired		(140,374	)		5.97		(13,818	)		50.88
Canceled or forfeited		-			-		-			-
Stock options outstanding at end of period		958,489		$	1.60		286,174		$	5.53
Stock options exercisable at end of period		958,489		$	1.60		97,010		$	13.59

The following table summarizes stock options outstanding and exercisable by stock option plan at December 31, 2018:

	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		556		186.00		556		186.00
2013 Plan		638,270		0.71		638,270		0.71
Replacement Options - AGC		289,600		1.61		289,600		1.61
Replacement Options-AEK		25,271		13.41		25,271		13.41
		958,489	$	1.60		958,489	$	1.60

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, 2018 and 2017:

	December 31,					December 31,
	2018					2017
	Number of RSUs			Weighted-Average Grant Date Fair Value		Number of RSUs			Weighted-Average Grant Date Fair Value
Unvested RSUs at beginning of period		178,897		$	1.40		8,649		$	43.71
Granted		-			-		304,064			1.40
Forfeited		(37,674	)		1.40		(34,845	)		5.72
Vested		(28,245	)		1.40		(98,971	)		2.50
Unvested RSUs at end of period		112,978		$	1.40		178,897		$	1.40