Stockholders Equity | 6 Months Ended |
Nov. 30, 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, generally 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 November 30, 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 November 30, 2013, 830,221 shares of common stock remain available for issuance under the Plan. |
In April 2013, the Company’s Board of Directors recommended shareholder approval, and approval was obtained at the October 2013 Shareholder Meeting, to establish 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. Shares forfeited or canceled are eligible for reissuance under the Plan. At November 30, 2013, 88,000 shares of common stock remain available for issuance under the 2013 Plan. |
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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 was received at the October shareholder meeting. 446,500 RSU’s were issued at a grant date fair value of $3.78 per share. The remaining 303,500 RSUs were issued to certain holders of time based vesting stock options who surrendered a like number of stock options in exchange. The grant date fair value of these modified RSUs was $4.31 per share. This represents the total of the remaining unamortized fair value associated with the options surrendered, $420, plus the incremental fair value at the time of the exchange calculated using the restricted stock fair value, $3.78 per share, and the fair value of the stock options immediately prior to surrender. The incremental fair value was $890. The total fair value of these modified awards, $1,310, will be amortized over the two year service period of the RSUs. The number of shares to be earned will determined by the Company’s profitability during the year ending May 31, 2015 along with attaining certain operating metrics. |
During the quarter ended November 30, 2013 88,000 RSUs granted under the 2013 Plan were cancelled. No additional restricted shares were issued during the quarter ended November 30, 2013. |
Compensation expenses associated with restricted stock awards and restricted stock unit awards, respectively, totaled $20 and $288 for the quarter ended November 30, 2013; year to date compensation expense associated with restricted stock awards and restricted stock unit awards, respectively totaled $32 and $662 for the six month period ended November 30, 2013. For the quarter ended November 30, 2012, compensation expenses associated with restricted stock awards and restricted stock unit awards, respectively, totaled $12 and $60; year to date compensation expense associated with restricted stock awards and restricted stock unit awards, respectively totaled $18 and $77 for the six month period ended November 30, 2012. At November 30, 2013, unamortized compensation cost of restricted stock and restricted stock unit awards totaled $2,079. The unamortized cost is expected to be recognized over a weighted-average period of 1.5 years as of November 30, 2013. |
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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 | | | 477,229 | | | | 3.76 | | | | | | | | | |
Modified | | | 303,500 | | | | 4.31 | | | | | | | | | |
Vested | | | (16,001 | ) | | | 4.3 | | | | | | | | | |
Cancelled | | | (88,000 | ) | | | 3.95 | | | | | | | | | |
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Non-vested shares at November 30, 2013 | | | 690,170 | | | $ | 3.98 | | | | | | | | | |
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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 | | | 62,791 | | | | 4.57 | | | | | | | | | |
Vested | | | (1,416 | ) | | | 10.59 | | | | | | | | | |
Forfeited | | | (3,261 | ) | | | 4.6 | | | | | | | | | |
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Non-vested shares at November 30, 2012 | | | 59,530 | | | $ | 4.57 | | | | | | | | | |
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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 or year to date periods ended November 30, 2013. For stock options issued during the six months ended November 30, 2012, the following assumptions were used to determine fair value: |
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| | For the six months ended | | | | | | | | | | | | | | |
November 30, | | | | | | | | | | | | | | |
Assumptions used: | | 2012 | | | | | | | | | | | | | | |
Expected term (in years) | | 5.99 | | | | | | | | | | | | | | |
Expected volatility | | 61.20% | | | | | | | | | | | | | | |
Weighted average risk free interest rate | | 0.85% | | | | | | | | | | | | | | |
Weighted average risk free interest rate range | | 0.80-.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 November 30, 2013 and 2012, and changes during the six 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 | |
| life (years) | |
Outstanding at May 31, 2013 | | | 368,000 | | | $ | 7.67 | | | | | | | | | |
Granted | | | 0 | | | | | | | | | | | | | |
Exercised | | | 0 | | | | | | | | | | | | | |
Modified | | | (303,500 | ) | | | 7.46 | | | | | | | | | |
Cancelled | | | (2,250 | ) | | | 6.71 | | | | | | | | | |
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Outstanding at November 30, 2013 | | | 62,250 | | | $ | 8.75 | | | | 7 | | | $ | — | |
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Exercisable at November 30, 2013 | | | 60,000 | | | $ | 8.91 | | | | 7 | | | $ | — | |
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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 | | | | | | | | | | | | | | | | |
Cancelled | | | (10,000 | ) | | | 9.35 | | | | — | | | | — | |
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Outstanding at November 30, 2012 | | | 370,750 | | | $ | 7.68 | | | | 8.8 | | | $ | — | |
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Exercisable at November 30, 2012 | | | 135,781 | | | $ | 9.57 | | | | 8 | | | $ | — | |
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On June 1, 2013, 303,500 stock option 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 $1 and $73 for the three months ended November 30, 2013 and 2012, respectively, in the statements of operations. For the six months ended November 30, 2013 and 2012, respectively, compensation expense for stock options was $6 and $128. As of November 30, 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 0.7 years as of November 30, 2013. |
The Company plans to issue new shares as settlement of options that are exercised. |
Dividends |
The following table presents details of the Company’s 2013 and 2012 dividend payments: |
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Date declared | | Record date | | Payment date | | Per share | | | | | | | | | |
August 27, 2012 | | September 30, 2012 | | October 5, 2012 | | $ | 0.04 | | | | | | | | | |
October 29, 2012 | | 14-Dec-12 | | December 28, 2012 | | $ | 0.04 | | | | | | | | | |
January 28, 2013 | | 29-Mar-13 | | 12-Apr-13 | | $ | 0.04 | | | | | | | | | |
April 29, 2013 | | 28-Jun-13 | | 12-Jul-13 | | $ | 0.04 | | | | | | | | | |
August 26, 2013 | | 30-Sep-13 | | 11-Oct-13 | | $ | 0.045 | | | | | | | | | |
October 28, 2013 | | 30-Dec-13 | | 10-Jan-14 | | $ | 0.045 | | | | | | | | | |