STOCKHOLDERS' EQUITY | The authorized capital stock for the Company is 51,100,000, consisting of (i) 50,000,000 shares of common stock, par value $0.0001 and (ii) 1,000,000 shares of preferred stock, par value $0.0001, and (iii) 100,000 shares of class A common stock, par value $0.0001. Of the authorized shares, 24,324,391 and 25,191,414 shares of common stock were outstanding as of November 30, 2015 and May 31, 2015, respectively. No shares of preferred stock or Class A common stock were outstanding at November 30, 2015. Stock Repurchase Plan On August 6, 2015, the Companys Board of Directors authorized the repurchase of up to 350,000 shares of the Companys outstanding common stock in both open market and privately negotiated transactions, for aggregate consideration not to exceed $1.25 million. The plan is authorized for a period of one year from August 10, 2015. The timing and actual number of shares purchased depends on a variety of factors such as price, corporate and regulatory requirements, and other prevailing market conditions. During the three and six months ended November 30, 2015, the Company repurchased 121,062 shares for $332 and 151,069 shares for $416, respectively, under this authorization. In addition, during the three months ended November 30, 2015, the Company repurchased 853,073 shares of its outstanding common stock for $2,039 from a single unrelated shareholder. This repurchase was approved by the Companys Board of Directors and was separate from the August 6, 2015 repurchase authorization. During the six months ended November 30, 2015 and 2014, $55 and $19, respectively, of additions to treasury stock resulted from the settlement of stock-based compensation. During the three months ended November 30, 2015 and 2014, $52 and $12, respectively, of additions to treasury stock resulted from the settlement of stock-based compensation. 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. A total of 1,300,000 shares were authorized by the Plan. At November 30, 2015, 465,027 shares of common stock remain available for issuance under the Plan. In October 2013, the Companys Board of Directors adopted the 2013 Restricted Stock Unit Plan (the 2013 Plan) authorizing the issuance of up to 750,000 shares of the Companys stock to participants in the 2013 Plan. At November 30, 2015, 596,500 shares of common stock remain available for issuance under the 2013 Plan. Restricted stock During the three months ended November 30, 2015, the Company awarded 40,485 restricted stock awards with time based vesting at a grant date fair value of $2.47 per share to members of the board of directors. Shares vest one year from the grant date and require board service for the entire year. Compensation expense in the consolidated statements of operations associated with restricted stock awards totaled $33 and $66, respectively, for the three and six month periods ended November 30, 2015. At November 30, 2015, the unamortized compensation cost of these restricted stock awards totaled $86. The unamortized cost is expected to be recognized over a weighted-average period of 0.9 years as of November 30, 2015. A summary of restricted share awards activity as of November 30, 2015 and the changes during the six months then ended is presented below: Restricted Shares Shares Weighted Average Grant Date Fair Value Non-vested shares at May 31, 2015 42,155 $ 3.11 Granted 40,485 2.47 Vested (42,155) 3.11 Forfeited - - Non-vested shares at November 30, 2015 40,485 $ 2.47 In addition to the restricted stock awards with time vesting above, during the three months ended November 30, 2015, the Company, under the 2013 Plan, issued 187,500 restricted stock units (RSUs) with performance based vesting. The number of shares to be earned is determined by the Companys profitability during the fiscal year ending May 31, 2016. The grant date fair value of the restricted stock units is $3.06 per share with a total fair value of $574. Management at this time believes the performance objectives will not be attained and, as a result, no compensation cost has been recorded in the consolidated statements of operations. Unrestricted stock Unrestricted stock is issued to certain employees in settlement of a portion of their salaries and bonuses. Compensation expense in the consolidated statements of operations associated with these unrestricted stock issuances totaled $190 and $217, respectively, for the three and six month periods ended November 30, 2015. Stock options During the three months ended November 30, 2015, the Company granted stock options to purchase 148,475 shares of stock; 50% of the stock options vested on the issuance date and the remaining 50% vests at the end of the current fiscal year. The following assumptions were used to determine fair value of the stock options awarded: Assumptions used: For the three and six months ended November 30, 2015 Expected term (in years) 5.75 Expected volatility 50.40 % Weighted average risk free interest rate 1.54 % Weighted average risk free interest rate range 1.54 % Weighted average expected dividend 5.92 % Weighted average expected dividend range 5.92 % Weighted average fair value $ 0.84 A summary of option activity under the Plan as of November 30, 2015 and changes during the six months then ended is presented below: Stock Options Shares Weighted average exercise price Weighted average remaining contractual life (in years) Aggregate intrinsic value Outstanding at May 31, 2015 78,750 $ 6.34 7.1 $ 0 Granted 148,475 3.06 Exercised 0 0 Forfeited or canceled (13,875 ) 3.95 Outstanding at November 30, 2015 213,350 $ 4.21 8.8 $ 0 Exercisable at November 30, 2015 144,113 $ 4.77 8.2 $ 0 The Company recorded compensation expense for stock options of $73 for the three and six month periods ended November 30, 2015, in the consolidated statements of operations. As of November 30, 2015, there was $52 of unrecognized compensation cost related to unvested stock option based compensation arrangements granted under the Plan to be amortized over 0.5 years. The Company plans to issue new shares as settlement of options exercised. Dividends The following table presents details of the Companys fiscal 2016 and 2015 dividend payments: Date declared Record date Payment date Per share April 7, 2014 June 30, 2014 July 11, 2014 $ 0.0450 August 11, 2014 September 30, 2014 October 10, 2014 $ 0.0450 October 6, 2014 December 31, 2014 January 16, 2015 $ 0.0450 January 24, 2015 March 31, 2015 April 17, 2015 $ 0.0450 April 13, 2015 June 30, 2015 July 10, 2015 $ 0.0450 August 10, 2015 September 30, 2015 October 9, 2015 $ 0.0450 October 5, 2015 December 31, 2015 (est) January 15, 2016 $ 0.0450 |