Stockholders' Equity | Note 8 – Stockholders’ Equity Authorized and Issued Capital Stock As of December 31, 2015, the Company had 200,000,000 shares of common stock authorized with a par value of $0.01 per share, of which 107,655,916 were issued and outstanding and 1,000,000 shares of preferred stock with a par value of $0.01 per share, none of which were issued and outstanding. During the year ended December 31, 2015, increases in the Company’s issued and outstanding common stock reflect restricted stock, net of shares exchanged for payroll tax obligations paid by the Company, that vested during the year. Equity Plans Prior to Merger In 2011, pursuant to an Agreement and Plan of Merger by and among St. Lawrence Seaway Corporation (“SLSC”), St. Lawrence Merger Sub, Inc. (“Merger Co.”) and Nytis USA, Merger Co. merged with and into Nytis USA with Nytis USA remaining as the surviving subsidiary of SLSC. Pursuant to the merger, all options, warrants and restricted stock were adjusted to reflect the conversion ratio used in the merger. As of December 31, 2015, the Company has approximately 163,000 options outstanding and exercisable, 250,000 warrants granted by SLSC prior to the merger outstanding and exercisable and approximately 979,000 shares of common stock outstanding that are subject to restricted stock agreements. Nytis USA Stock Option Plan The following table reflects the outstanding option awards as of December 31, 2015 and 2014. The awards were made by Nytis USA prior to the merger and were assumed as a result of the merger. The number of shares and the option exercise price have been adjusted in line with the exchange ratio of Nytis USA shares for Carbon shares in the merger. Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding – January 1, 2014 163,076 $ 0.61 2.0 Outstanding – December 31, 2014 163,076 0.61 1.0 Outstanding – December 31, 2015 163,076 0.61 0.0 Exercisable – December 31, 2015 163,076 $ 0.61 0.0 Nytis USA Warrants As of December 31, 2015, the Company has 250,000 warrants outstanding and exercisable, which were granted by SLSC prior to the merger. These warrants have an exercise price of $1.00 and expire on August 31, 2017. Nytis USA Restricted Stock Plan Under Nytis USA’s restricted stock plan, participants were granted stock without cost to the participant. As of December 31, 2015, there were approximately 979,000 shares of unvested restricted stock granted under the Nytis USA Restricted Stock Plan (“Nytis USA Plan”). The Company accounted for these grants at their intrinsic value. From the dates of grant through March 31, 2013, the Company estimated that none of these shares would vest and accordingly, no compensation cost had been recorded through March 31, 2013. In June 2013, the vesting terms of these restricted stock grants were modified so that 25% of the shares would vest on the first of January from 2014 through 2017. As such, the Company is recognizing compensation expense for these restricted stock grants based on the fair value of the shares on the date the vesting terms were modified. Compensation costs recognized for these restricted stock grants were approximately $335,000 for the years ended December 31, 2015 and 2014. As of December 31, 2015, Carbon Stock Incentive Plans The Company has two stock plans, the Carbon 2011 and 2015 Stock Incentive Plans (collectively the “Carbon Plans”). The Carbon Plans were approved by the shareholders of the Company and in the aggregate provide for the issuance of 22.6 million shares of common stock to Carbon officers, directors, employees or consultants eligible to receive the awards under the Carbon plans. The Carbon Plans provide for granting Director Stock Awards to non-employee directors and for granting Incentive Stock Options, Non-qualified Stock Options, Restricted Stock Awards, Performance Awards and Phantom Stock Awards, or a combination of the foregoing, as is best suited to the circumstances of the particular employee, officer, director or consultant. Restricted Stock Restricted stock awards for employees vest ratably over a three-year service period or in the case of non-employee directors, the awards vest upon the earlier of a change in control of the Company or the date their membership on the Board of Directors is terminated other than for cause. The Company recognizes compensation expense for these restricted stock grants based on the grant date fair value of the shares, amortized ratably over three years for employee awards (based on the required service period for vesting) and seven years for non-employee director awards (based on a market survey of the average tenure of directors among U.S. public companies). For restricted stock granted in 2015 and 2014, the Company recognized compensation expense based on the grant date fair value of the shares, utilizing an enterprise value approach, using valuation metrics primarily based on multiples of cash flow from operations, production and reserves. For restricted stock and performance units granted in 2013, the Company utilized the closing price of the Company’s stock on the date of grant to recognize compensation expense. The following table shows a summary of the Company’s unvested restricted stock under the Carbon Plans as of December 31, 2015 and 2014 as well as activity during the years then ended. Weighted Avg Number Grant Date of Shares Fair Value Restricted stock awards, nonvested, January 1, 2014 2,780,003 $ 0.63 Granted 1,600,000 0.59 Vested (856,662 ) 0.63 Restricted stock awards, nonvested, December 31, 2014 3,523,341 0.61 Granted 1,740,000 0.40 Vested (1,283,341 ) 0.62 Restricted stock awards, nonvested, December 31, 2015 3,980,000 $ 0.52 Compensation costs recognized for these restricted stock grants were approximately $762,000 and $811,000 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, there was approximately $1.3 million of unrecognized compensation costs related to these restricted stock grants which the Company expects to be recognized over the next 6.3 years. Restricted Performance Units Performance units represent a contractual right to receive one share of the Company’s common stock subject to the terms and conditions of the agreements including the achievement of the price of the Company’s stock, net asset value per share, net production per share and Adjusted EBITDA (defined as net income (loss) before interest expense, taxes, depreciation, depletion, amortization, accretion of asset retirement obligations, ceiling test write downs of oil and gas properties and the gain or loss on sold properties) per share relative to a defined peer group and the lapse of forfeiture restrictions pursuant to the terms and conditions of the agreements including for certain of the grants, the requirement of continuous employment by the grantee prior to a change in control of the Company. The following table shows a summary of the Company’s unvested performance units as of December 31, 2015 and 2014 as well as activity during the years then ended. Number of Shares Restricted performance units, non-vested, January 1, 2014 3,086,160 Granted 1,600,000 Restricted performance units, non-vested, December 31, 2014 4,686,160 Granted 1,600,000 Restricted performance units, non-vested, December 31, 2015 6,286,160 The Company accounts for the performance units granted during 2012, 2014 and 2015 at their fair value determined at the date of grant, which were $.64, $.59 and $.40 per share, respectively. The final measurement of compensation cost will be based on the number of performance units that ultimately vest. At December 31, 2015, the Company estimated that none of the performance units granted in 2012, 2014 and 2015 would vest due to change in control and other performance provisions and accordingly, no compensation cost has been recorded. As of December 31, 2015, if change in control and other performance provisions pursuant to the terms and conditions of these agreements are met in full, the estimated unrecognized compensation cost related to the performance units granted in 2012, 2014 and 2015 would be approximately $3.1 million. The performance units granted in 2013 contain specific vesting provisions, no change in control provisions nor any performance conditions other than stock price performance. Due to different earning requirements compared to the performance units granted in 2012, 2014 and 2015, the Company recognizes compensation expense for the performance units granted in 2013 based on the grant date fair value of the performance units, amortized ratably over three years (the performance period). The fair value of the performance units granted in 2013 was estimated using a Monte Carlo simulation (“MCS”) valuation model. MCS is based on random projections of stock price paths and must be repeated numerous times to achieve a probabilistic assessment. Expected volatility was calculated based on the historical volatility of the Company’s common stock and those of the Company’s defined peer group, which was determined to be 92.92%. A risk free interest rate of .39% was determined based on the yield of U.S. Treasury strips with maturities similar to those of the expected term of the performance units which was determined to be 2.87 years. The grant date fair value of these performance units as determined by the valuation model was $.54 per share. Compensation costs recognized for these performance units were approximately $346,000 for the years ended December 31, 2015 and 2014. As of December 31, 2015, there was approximately $127,000 of unrecognized compensation costs related to the performance units granted in 2013. These costs are expected to be recognized over the next four months. |