STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY On September 21, 2011, the Company completed a public underwritten offering of 2,800,000 shares of the Company’s common stock for $6.00 per share. The Company’s proceeds from the offering, net of underwriter’s commissions and expenses, were $15,525 . On February 11, 2011, in connection with the Company's acquisition of two vessels, the Company issued 1,305,963 shares of the Company’s common stock to the seller of such vessels. Such shares were valued at $5.175 , the average high and low per share price on that day. The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences that may be determined from time to time by the Board of Directors. On March 3, 2006, the Company issued 300,000 shares of series A convertible preferred stock. The shares of the Company's series A convertible preferred stock: rank senior to the Company’s common stock with respect to liquidation and dividends; are entitled to receive a cash dividend at the annual rate of 7.75% (based on the $50 per share issue price) payable quarterly (subject to increases of 0.5% for each six month period in respect of which the dividend is not timely paid, up to a maximum of 12% , subject to reversion to 7.75% upon payment of all accrued and unpaid dividends); are convertible into shares of the Company’s common stock at any time at the option of the series A preferred stockholder at a conversion price of $6.20 per share (based on the $50 per share issue price and subject to adjustment) or 8.065 shares of common stock for each series A convertible preferred share (subject to adjustment); are convertible into shares of the Company’s common stock (based on a conversion price of $6.20 per share, subject to adjustment) at the option of the Company if, after the third anniversary of the acquisition, the trading price of the Company’s common stock for 20 trading days within any 30 trading day period equals or exceeds $8.50 per share (subject to adjustment); may be redeemed by the Company in connection with certain change of control or acquisition transactions; will vote on an as-converted basis with the Company’s common stock; and have a separate vote over certain material transactions or changes involving the Company. In March 2016, 4,520 shares of series A convertible preferred stock were converted into common stock at a conversion price of $6.20 per share. The accrued preferred stock dividends payable at September 30, 2016 were $2,701 and at March 31, 2016 were $1,920 . As of September 30, 2016 the effective dividend rate of the preferred stock was 9.25% . As of March 31, 2016 , the effective dividend rate of the preferred stock was 8.75% . Since January 2007, share-based compensation has been granted to management and directors from time to time. The Company had no surviving, outstanding share-based compensation agreements with employees or directors prior to that date except as described below. The Company has reserved 2,500,000 shares for issuance under the Company’s 2007 Long Term Incentive Plan (the “LTIP”) to employees, officers, directors and consultants. At September 30, 2016, a total of 79,263 shares ( 267,758 shares at March 31, 2016) were available under the LTIP for future awards. 17. STOCKHOLDERS’ EQUITY (continued) The following table summarizes shares issued to officers under employment agreements and restricted stock agreements from time to time. Date issued No. of Officers Covered No. of Shares Share Price Reference Expense recognized during the period Vesting terms Three months ended September 30, 2016 Three months ended September 30, 2015 Six months ended September 30, 2016 Six months ended September 30, 2015 Jun 5, 2013 6 54,337 5.55 Restricted Share Award Agreement — 25 7 51 Three years in equal installments on each anniversary date. Jul 22, 2014 10 105,189 5.90 Restricted Share Award Agreement 16 71 65 134 Three years in equal installments on each anniversary date. Oct 27, 2015 1 4,429 2.19 Restricted Share Award Agreement 1 — 2 — Three years in equal installments on each anniversary date. Oct 27, 2015 1 10,871 2.19 Restricted Share Award Agreement 2 — 7 — Three years in equal installments on each of March 31. May 31, 2016 1 102,301 0.92 Restricted Share Award Agreement 8 — 13 — Three years in equal installments on each anniversary date. For all share-based compensation, as employees and directors render service over the vesting periods, expense is recorded in general and administrative expenses. Share capital and additional paid-in capital are increased on the grant date with an offset to prepaid assets. Grant date fair value for all non-option share-based compensation is the average of the high and low trading prices on the date of grant. 17. STOCKHOLDERS’ EQUITY (continued) The general characteristics of share-based awards granted under the LTIP through September 30, 2016 are as follows: Stock Awards - All of the shares issued to non-employee outside directors vest immediately. The first award to non-employee outside directors in the amount of 12,909 shares was made on February 13, 2008 for services through March 31, 2008. During the fiscal year ended March 31, 2009, the Company awarded 15,948 shares for services from April 1, 2008 through December 31, 2008. The Company awarded 37,144 shares during the fiscal year ended March 31, 2010 for services from January 1, 2009 through March 31, 2010. During the fiscal year ended March 31, 2011, the Company awarded 14,007 shares for services provided from April 1, 2010 through March 31, 2011. During the fiscal year ended March 31, 2012, the Company awarded 10,722 shares for services from April 1, 2011 to March 31, 2012. During the fiscal year ended March 31, 2013, the Company awarded 10,854 shares for services provided from April 1, 2012 to March 31, 2013. During the fiscal year ended March 31, 2014, the Company awarded 19,256 shares for services rendered from April 1, 2013 to March 31, 2014. During the fiscal year ended March 31, 2015, the Company awarded 26,067 shares for services rendered from April 1, 2014 to March 31, 2015. For the fiscal year ended March 31, 2016, the Company awarded 92,167 shares for services provided from April 1, 2015 through March 31, 2016. For the three month period ended June 30, 2016, the Company awarded 44,396 shares for services provided from April 1, 2016 through June 30, 2016. For the three month period ended September 30, 2016, the Company awarded 62,092 shares for services rendered from July 1, 2016 through September 30, 2016. Grant date fair market value for all these awards is the average of the high and low trading prices of the Company’s common stock on the date of grant. On July 31, 2008, the Company’s Board of Directors authorized management to make payments effective as of that date to the participants in the management bonus program. Pursuant to the terms of the management bonus program, the Company issued 478,232 shares of common stock to such employee participants. On October 27, 2015, the Company issued 111,025 shares to two executives pursuant to the terms of their severance agreements. Stock Options - Stock options granted to management employees vest over three years in equal annual installments. All options issued through September 30, 2016 expire ten years from the date of grant. Stock option grant date fair values are determined at the date of grant using a Black-Scholes option pricing model, a closed-form fair value model based on exercise price and market prices at the date of grant and other assumptions. At each grant date the Company has estimated a dividend yield of 0% . The weighted average risk free interest rate within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant, which was 4.14% for the fiscal 2009 (July 2008) grant and 0.80% to 1.60% for the fiscal 2016 grant. Expected volatility was 39.49% for the fiscal 2009 grant and 33.5% to 37.2% . for the fiscal 2016 grant. All of the stock options granted in February 2008 ( 243,199 ) and July 2008 ( 236,586 ), had vested as of September 30, 2016. During the twelve months ended March 31, 2016, 306,766 options expired. During the six month period ended September 30, 2016, 136,267 options expired. Options outstanding ( 341,752 ) at September 30, 2016 had a remaining weighted average contractual life of approximately four years and five months. The Company recorded compensation expenses related to such stock options of $7 for the three month period ended September 30, 2016 and $19 for the six month period ended September 30, 2016 and $Nil for the three and six month periods ended September 30, 2015. None of the outstanding stock options were in-the-money as of September 30, 2016 or September 30, 2015. 17. STOCKHOLDERS’ EQUITY (continued) Shares issued in lieu of cash compensation - The Company experienced a decrease in customer demand at the beginning of the 2009 sailing season and in an effort to maximize the Company’s liquidity, the Compensation Committee of the Company’s Board of Directors requested that three of the Company’s executive officers and all of its outside directors receive common stock as compensation in lieu of cash until the Company had better visibility about its outlook. As of November 16, 2009, the Company issued 158,325 shares to such officers and all of its outside directors at the average of the high and low sale prices of the Company’s common stock on the date of grant. The shares were issued under the LTIP and vested immediately. Beginning the third quarter of the fiscal year ended March 31, 2010, such executives' and outside directors’ compensation reverted back to cash. On September 16, 2010, the Company issued 15,153 shares to a key executive for payment of the fiscal year 2010 bonus at the average of the high and low sale prices of the Company’s common stock on the date of grant. The shares were issued under the LTIP and vested immediately. On February 15, 2013, the Company issued 94,993 shares to eligible Canadian and U.S. employees for a bonus. On December 8, 2015, the Company issued 61,622 shares to eligible Canadian and U.S. employees for incentive compensation at the average of the high and low trading prices of the Company’s common stock on the date of grant. On April 1, 2016, the Company issued 1,000 shares to an executive as a signing bonus. Grant date fair market value for all these awards is the average of the high and low trading prices of the Company’s common stock on the date of grant. The shares were issued under the LTIP and vested immediately. Restricted Stock Units - On June 27, 2014, the Company issued 30,050 Restricted Stock Units (“RSU”) to eligible U.S. and Canadian employees under the LTIP. Each RSU represents one share of the Company's common stock. The grant date fair value of each RSU was $5.99 , which represents the average of the high and low sale prices of the Company’s common stock on the date of grant. One-third of the RSUs vest on March 31st of each year, beginning on March 31, 2015. RSUs are not entitled to dividends or voting rights, if any, until the underlying shares of common stock are delivered. The total compensation cost of this grant is $204 , net of estimated forfeitures. The fair value of the RSU awards is recognized on a straight-line basis over the vesting period. The Company recorded expense of $15 for the three month periods ended September 30, 2016 and September 30, 2015 and $30 for the six month periods ended September 30, 2016 and September 30, 2015. On the first vesting date of March 31, 2015, 10,559 shares vested. On the second vesting date of March 31, 2016, 8,905 shares vested. |