Stockholders Equity | 3 Months Ended |
Aug. 31, 2013 |
Stockholders Equity | 6 | STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | | | |
Stock-Based Compensation |
In December 2009, the Company adopted the 2009 Stock Option and Compensation Plan (the “Plan”) pursuant to which the Company may grant restricted stock awards, restricted stock units and stock options to aid in recruiting and retaining employees, officers, directors and other consultants. Restricted stock awards accrue dividends that are paid when the shares vest. Restricted stock unit awards do not accrue dividends prior to vesting. Grants are issued at prices determined by the compensation committee equal to the closing price of the stock on the date of the grant, vest over various terms (generally three years), and expire ten years from the date of the grant. The Plan allows vesting based upon performance criteria. Certain option and share awards provide for accelerated vesting if there is a change in control of the Company (as defined in the Plan). The fair value of stock options granted is calculated using the Black-Scholes option pricing model. Share options issued under the Plan may be incentive stock options or nonqualified stock options. At August 31, 2013, all stock options issued have been nonqualified stock options. A total of 1,300,000 shares were authorized by the Plan. Shares forfeited or canceled are eligible for reissuance under the Plan. At August 31, 2013, 877,312 shares of common stock remained available for issuance under the Plan. |
In April 2013, the Company’s Board of Directors recommended for shareholder approval at the October 2013 Shareholder Meeting the 2013 Restricted Stock Unit Plan (the “2013 Plan”) authorizing the issuance of up to 750,000 shares of the Company’s stock to participants in the 2013 Plan. The Company may grant restricted stock awards or restricted stock units to aid in recruiting and retaining employees, officers, directors and other consultants. Restricted stock awards accrue dividends that are paid when the shares vest. Restricted stock unit awards do not accrue dividends prior to vesting. Restricted stock grants are issued at prices determined by the compensation committee, generally equal to the closing price of the stock on the date of the grant and vest over various terms. At August 31, 2013, no shares of common stock remained available for issuance under the 2013 Plan. |
Restricted stock |
The fair value of restricted stock awards was calculated using the Company’s stock price as of the associated grant date, and the expense is accrued ratably over the vesting period of the award. |
During the quarter ended August 31, 2013, the Company issued 750,000 restricted stock units (“RSUs”) with performance based vesting under the 2013 Plan. Approval of the 2013 Plan at the October shareholder meeting is viewed as perfunctory. The number of shares to be earned will be determined by the Company’s profitability and other operating metrics during the year ending May 31, 2015. 446,500 RSU’s were issued with a grant date of June 1, 2013 and a grant date fair value of $3.78 per share. The total fair value of these RSU’s will be amortized over the two year service period. |
The remaining 303,500 RSUs were issued with a grant date of June 1, 2013 to certain holders of time based vesting stock options who surrendered a like number of stock options in exchange. This grant was accounted for as a modification of the original option awards. The incremental fair value at the time of the exchange of $890, calculated using the restricted stock unit grant date fair value of $3.78 per share, plus the remaining unamortized fair value associated with the options surrendered of $420, will be amortized over the two year service period of the RSUs. |
Compensation expense associated with restricted stock awards and restricted stock unit awards, respectively, totaled $12 and $375 for the quarter ended August 31, 2013. Total noncash compensation expense for the quarter ended August 31, 2013 included stock received by an executive of $150 that is unrestricted and without any vesting criteria. For the quarter ended August 31, 2012, compensation expense associated with restricted stock awards and restricted stock unit awards, respectively, totaled $7 and $17. At August 31, 2013, unamortized compensation cost of restricted stock and restricted stock unit awards totaled $2,625. The unamortized cost is expected to be recognized over a weighted-average period of 1.7 years as of August 31, 2013. |
A summary of restricted shares activity under the Plan as of August 31, 2013 and 2012, and changes during the three month periods then ended is presented below: |
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Restricted Shares | | Shares | | | Weighted Average | | | | | | | | | |
Grant Date Fair | | | | | | | | |
Value | | | | | | | | |
Non-vested shares at May 31, 2013 | | | 13,442 | | | $ | 4.46 | | | | | | | | | |
Granted | | | 446,500 | | | | 3.78 | | | | | | | | | |
Modified | | | 303,500 | | | | 4.31 | | | | | | | | | |
Vested | | | (9,783 | ) | | | 4.6 | | | | | | | | | |
Forfeited | | | 0 | | | | 0 | | | | | | | | | |
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Non-vested shares at August 31, 2013 | | | 753,659 | | | $ | 4 | | | | | | | | | |
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Restricted Shares | | Shares | | | Weighted Average | | | | | | | | | |
Grant Date Fair | | | | | | | | |
Value | | | | | | | | |
Non-vested shares at May 31, 2012 | | | 1,416 | | | $ | 10.59 | | | | | | | | | |
Granted | | | 59,132 | | | | 4.6 | | | | | | | | | |
Vested | | | (1,416 | ) | | | 10.59 | | | | | | | | | |
Forfeited | | | 0 | | | | 0 | | | | | | | | | |
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Non-vested shares at August 31, 2012 | | | 59,132 | | | $ | 4.6 | | | | | | | | | |
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Stock options |
The Company accounts for stock option-based compensation by estimating the fair value of options granted using a Black-Scholes option valuation model. The Company recognizes the expense for grants of stock options on a straight-line basis in the statement of operations as operating expense based on their fair value over the requisite service period. |
There were no stock options issued in the quarter ended August 31, 2013. For stock options issued during the three months ended August 31, 2012, the following assumptions were used to determine fair value: |
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| | August 31, | | | | | | | | | | | | | |
Assumptions used: | | 2012 | | | | | | | | | | | | | |
Expected term (in years) | | | 5.99 | | | | | | | | | | | | | |
Expected volatility | | | 61.2 | % | | | | | | | | | | | | |
Weighted average risk free interest rate | | | 0.85 | % | | | | | | | | | | | | |
Weighted average risk free interest rate range | | | 0.80-0.85 | % | | | | | | | | | | | | |
Weighted average expected dividend | | | 2.87 | % | | | | | | | | | | | | |
Weighted average expected dividend range | | | 2.87 | % | | | | | | | | | | | | |
Weighted average fair value | | $ | 2.01 | | | | | | | | | | | | | |
The volatilities are based on historic volatilities from the traded shares of the Company over the past two and one-half years. The Company has analyzed the forfeitures of stock and option grants and has deemed the effect to be immaterial and therefore did not include a forfeiture rate in the expense calculation. The expected term of options granted is the safe harbor period. The risk-free interest rate for periods matching the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend is based on the historic dividend of the Company. |
A summary of option activity under the Plan as of August 31, 2013 and 2012, and changes during the three month periods then ended is presented below: |
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Stock Options | | Shares | | | Weighted | | | Weighted | | | Aggregate | |
average | average | intrinsic |
exercise | remaining | value |
price | contractual | $0 |
| life (in | |
| years) | |
Outstanding at May 31, 2013 | | | 368,000 | | | $ | 7.67 | | | | | | | | | |
Granted | | | 0 | | | | 0 | | | | | | | | | |
Exercised | | | 0 | | | | 0 | | | | | | | | | |
Modified | | | (303,500 | ) | | | 7.46 | | | | | | | | | |
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Forfeited or canceled | | | (1,000 | ) | | | 9.35 | | | | | | | | | |
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Outstanding at August 31, 2013 | | | 63,500 | | | $ | 8.67 | | | | 7.3 | | | $ | — | |
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Exercisable at August 31, 2013 | | | 60,000 | | | $ | 8.91 | | | | 7.2 | | | $ | — | |
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Stock Options | | Shares | | | Weighted | | | Weighted | | | Aggregate | |
average | average | intrinsic |
exercise | remaining | value |
price | contractual | $0 |
| life (in | |
| years) | |
Outstanding at May 31, 2012 | | | 223,950 | | | $ | 9.92 | | | | | | | | | |
Granted | | | 156,800 | | | | 4.6 | | | | | | | | | |
Exercised | | | | | | | | | | | | | | | | |
Forfeited or canceled | | | (4,000 | ) | | | 9.35 | | | | — | | | | — | |
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Outstanding at August 31, 2012 | | | 376,750 | | | $ | 7.71 | | | | 9.1 | | | $ | — | |
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Exercisable at August 31, 2012 | | | 141,781 | | | $ | 9.56 | | | | 8.2 | | | $ | — | |
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On June 1, 2013, 303,500 stock options were exchanged for 303,500 performance vesting restricted stock units, as noted above in the restricted stock paragraphs of this footnote. |
The Company recorded compensation expense for stock options of $5 and $55 for the three months ended August 31, 2013 and 2012, respectively, in the statements of operations. As of August 31, 2013 there was $6 of total unrecognized compensation cost related to unvested stock option based compensation arrangements granted under the Plan. The unamortized cost is expected to be recognized over a weighted-average period of 0.9 years as of August 31, 2013. |
The Company plans to issue new shares as settlement of options as they are exercised. |
Dividends |
The following table presents details of the Company’s fiscal 2013 and 2012 dividend payments: |
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Date declared | | Record date | | Payment date | | Per share | | | | | | | | | |
27-Aug-12 | | 30-Sep-12 | | 5-Oct-12 | | $ | 0.04 | | | | | | | | | |
29-Oct-12 | | 14-Dec-12 | | 28-Dec-12 | | $ | 0.04 | | | | | | | | | |
28-Jan-13 | | 29-Mar-13 | | 12-Apr-13 | | $ | 0.04 | | | | | | | | | |
29-Apr-13 | | 28-Jun-13 | | 12-Jul-13 | | $ | 0.04 | | | | | | | | | |
August, 2013 | | 30-Sep-13 | | (est) October 11, 2013 | | $ | 0.045 | | | | | | | | | |