Equity | 9 Months Ended |
Sep. 30, 2014 |
Equity | ' |
Equity | ' |
13.Equity |
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Registered offering |
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On September 10, 2014, the Company completed a registered public offering (the “Offering”) of 3,692,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, and warrants (the “Warrants”) to purchase 1,846,000 shares of the Company’s common stock. The Shares and Warrants were sold in units (“Units”) at a price of $0.86 per Unit, before discount to the underwriters, with each Unit consisting of one Share of the Company’s common stock and a Warrant to purchase 0.50 of a share of the Company’s common stock. The Warrants become exercisable on March 11, 2015 at an exercise price of $1.21 per share and will expire on September 10, 2019, five years from the date of issuance. The Shares and the Warrants are immediately separable and were issued separately. The Company received net proceeds from the Offering of approximately $2.7 million after the underwriter commissions and expenses of approximately $0.5 million. In arriving at the relative value of the Shares and Warrants the Company used the Black-Scholes option pricing model with a risk-free interest rate of 1.79%; a stock price of $1.01, the closing price of the Company’s common stock the day prior to the announcement of the offering; volatility of 83%; and terms equal to the terms of the Warrants. The fair value of the Shares was approximately $2.1 million and the fair value of the Warrants was approximately $0.6 million both of which were recorded to additional paid in capital net of the $0.01 par value of the Shares. |
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Private placement |
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On September 10, 2014 the Company also completed a private placement (the “Private Placement”) with The Sentient Group (“Sentient”), the Company’s largest stockholder, pursuant to which Sentient purchased, pursuant to Regulation S under the U.S. Securities Act of 1933, a total of 5,800,000 Units, with each Unit consisting of one share of the Company’s common stock and a warrant to purchase 0.50 of a share of the Company’s common stock. The warrants become exercisable on March 11, 2015 at an exercise price of $1.21 per share and will expire on September 10, 2019, five years from the date of issuance. Each Unit was priced at $0.817 the same discounted price paid by the underwriters in the Offering. The Company received net proceeds from the Private Placement of approximately $4.7 million after the discount and expenses of approximately $0.3 million. In arriving at the relative value of the Shares and Warrants the Company used the Black-Scholes option pricing model with a risk-free interest rate of 1.79%; a stock price of $1.01, the closing price of the Company’s common stock the day prior to the announcement of the offering; volatility of 83%; and terms equal to the terms of the Warrants. The fair value of the Shares was approximately $3.6 million and the fair value of the Warrants was approximately $1.1 million both of which were recorded to additional paid in capital net of the $0.01 par value of the Shares. Following the completion of the Private Placement and the Offering, Sentient holds approximately 27.2% of the Company’s outstanding common stock (excluding restricted common stock held by the Company’s employees). |
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Equity Incentive Plans |
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In May 2014, the Company’s stockholders approved amendments to the Company’s 2009 Equity Incentive Plan, adopting the Amended and Restated 2009 Equity Incentive Plan (the “Equity Plan”), pursuant to which awards of the Company’s common stock may be made to officers, directors, employees, consultants and agents of the Company and its subsidiaries. The Company recognizes stock-based compensation costs using a graded vesting attribution method whereby costs are recognized over the requisite service period for each separately vesting portion of the award. |
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The following table summarizes the status of the Company’s restricted stock grants issued under the Equity Plan at September 30, 2014 and changes during the nine months then ended: |
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Restricted Stock Grants | | Number of | | Weighted Average | |
Shares | Grant Date Fair |
| Value Per Share |
Outstanding at December 31, 2013 | | 915,971 | | $ | 2.47 | |
Granted during the period | | — | | — | |
Restrictions lifted during the period | | (165,634 | ) | 4.72 | |
Forfeited during the period | | — | | — | |
Outstanding at September 30, 2014 | | 750,337 | | $ | 1.97 | |
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Restrictions were lifted on 155,134 shares during the period on the anniversaries of grants made to officers and employees in prior years. The restrictions were lifted on an additional 10,500 shares in connection with to the termination of employment of two employees. |
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For the nine months ended September 30, 2014 the Company recognized approximately $0.4 million of compensation expense related to outstanding restricted stock grants. The Company expects to recognize additional compensation expense related to these awards of approximately $0.3 million over the next 21 months. |
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The following table summarizes the status of the Company’s stock option grants issued under the Equity Plan at September 30, 2014 and changes during the nine months then ended: |
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Equity Plan Options | | Number of | | Weighted | |
Shares | Average |
| Exercise |
| Price Per |
| Share |
Outstanding at December 31, 2013 | | 110,810 | | $ | 8.02 | |
Granted during period | | — | | — | |
Forfeited or expired during period | | (15,000 | ) | 8.02 | |
Exercised during period | | — | | — | |
Outstanding at September 30, 2014 | | 95,810 | | 8.02 | |
Exercisable at end of period | | 95,810 | | 8.02 | |
Granted and vested | | 95,810 | | 8.02 | |
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At September 30, 2014, in addition to the Equity Plan options outstanding, the Company had outstanding 126,000 options to purchase shares of the Company’s common stock at an exercise price of $16.00. The options were related to the merger with ECU Silver Mining Inc. (“ECU”) on September 2, 2011 and were issued to former ECU stock option holders to replace options previously issued to them by ECU. The options expired on October 22, 2014. |
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Also, pursuant to the Equity Plan, the Company’s board of directors adopted the Non-Employee Director’s Deferred Compensation and Equity Award Plan (the “Deferred Compensation Plan”). Pursuant to the Deferred Compensation Plan the non-employee directors receive a portion of their compensation in the form of Restricted Stock Units (“RSUs”) issued under the Equity Plan. The RSUs vest on the first anniversary of the grant date and each vested RSU entitles the director to receive one unrestricted share of common stock upon the termination of the director’s board service. |
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The following table summarizes the status of the RSU grants issued under the Deferred Compensation Plan at September 30, 2014 and changes during the nine months then ended: |
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Restricted Stock Units | | Number of | | Weighted Average | |
Shares | Grant Date Fair |
| Value Per Share |
Outstanding at December 31, 2013 | | 585,285 | | $ | 2.97 | |
Granted during the period | | 350,000 | | 0.58 | |
Restrictions lifted during the period | | — | | — | |
Forfeited during the period | | — | | — | |
Outstanding at September 30, 2014 | | 935,285 | | $ | 2.08 | |
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For the nine months ended September 30, 2014 the Company recognized approximately $0.3 million of compensation expense related to the RSU grants. The Company expects to recognize additional compensation expense related to these awards of approximately $0.1 million over the next nine months. |
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Pursuant to the KELTIP (see Note 8) KELTIP Units may be granted to certain officers and key employees of the Company, which units will, once vested, entitle such officers and employees to receive an amount in cash or in Company common stock measured generally by the price of the Company’s common stock on the settlement date. The KELTIP Units are recorded as a liability as discussed in detail in Note 8. |
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Common stock warrants |
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The following table summarizes the status of the Company’s common stock warrants at September 30, 2014 and changes during the nine months then ended: |
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Common Stock Warrants | | Number of | | Weighted Average | |
Underlying | Exercise Price Per |
Shares | Share |
Outstanding at December 31, 2013 | | 5,263,578 | | $ | 12.1 | |
Granted during period | | 4,746,000 | | 1.21 | |
Dilution adjustment | | 599,760 | | 7.17 | |
Expired during period | | (1,831,929 | ) | 19 | |
Exercised during period | | — | | — | |
Outstanding at September 30, 2014 | | 8,777,409 | | $ | 3.95 | |
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The warrants granted during the period are related to the Offering and Private Placement of the Company’s securities completed on September 10, 2014 as discussed above. |
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In September 2012, the Company closed on a registered offering and concurrent private placement with Sentient in which it sold units, consisting of one share of common stock and a five-year warrant to acquire one half of a share of common stock at an exercise price of $8.42 per share (the “September 2012 Warrants”). Pursuant to certain dilution adjustment provisions in the warrant agreement governing the September 2012 Warrants, the number of shares of common stock issuable upon exercise of the September 2012 Warrants was increased from 3,431,649 shares to 4,031,409 shares (599,760 share increase) and the exercise price was reduced from $8.42 per share to $7.17 per share pursuant to a weighted average dilution calculation based on the pricing of the Offering and the Private Placement. |
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The warrants that expired were warrants related to the merger with ECU on September 2, 2011 and were issued to former ECU warrant holders to replace warrants previously issued to them by ECU. The warrants expired on February 20, 2014. |
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