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, 24,224,924 and 24,140,972 shares of common stock were outstanding as of February 28, 2017 and May 31, 2016, respectively. No shares of preferred stock or class A common stock were outstanding at February 28, 2017 and May 31, 2016, respectively. 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 February 28, 2017, 347,059 shares of common stock remain available for issuance under the Plan. In October 2013, the Company’s Board of Directors adopted 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. At February 28, 2017, 468,750 shares of common stock remain available for issuance under the 2013 Plan. In addition, the Company settled a portion of the compensation of certain employees in stock, which totaled $0 and $71 for the three and nine months ended February 28, 2017. These issuances reduce the shares available for future grants under the plans. Restricted stock During the nine months ended February 28, 2017, the Company awarded 46,945 restricted stock awards with time based vesting at a grant date fair value of $1.96 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 condensed consolidated statements of operations and comprehensive income associated with restricted stock awards totaled $23 and $68 respectively, for the three and nine month periods ended February 28, 2017. At February 28, 2017, the unamortized compensation cost of these restricted stock awards totaled $59. The unamortized cost is expected to be recognized over a weighted-average period of 0.6 years as of February 28, 2017. A summary of restricted share awards activity as of February 28, 2017 and the changes during the nine months then ended is presented below: Weighted Average Grant Date Restricted Shares Shares Fair Value Non-vested shares at May 31, 2016 40,485 $ 2.47 Granted 46,945 1.96 Vested (40,485 ) 2.47 Forfeited 0 0 Non-vested shares at February 28, 2017 46,945 $ 1.96 Performance-based restricted stock units During the quarter ended August 31, 2016, the Company issued 281,250 performance based restricted stock units (“RSUs”) with a weighted average grant date fair value of $1.93 per share. All RSUs issued remain outstanding at February 28, 2017. Up to 100% of the RSUs issued will vest on October 20, 2017, based on the annual operating income attained during the 2017 fiscal year. Stock compensation expense totaling $36 was recorded during the three months ended August 31, 2016 was reversed in the condensed consolidated statements of operations and comprehensive income during the quarter ended November 30, 2016. For the nine months ended February 28, 2017, no expense is recorded in the condensed consolidated statements of operations and comprehensive income as the Company currently believes the required annual operating income will not be attained. Stock options During the three months ended November 30, 2016, the Company granted stock options to purchase 12,500 shares of stock at an exercise price of $1.96 per share. 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 nine months ended February 28, 2017 Expected volatility 50.65 % Weighted average risk free interest rate 1.37 % Weighted average risk free interest rate range 1.37 % Weighted average expected dividend 8.60 % Weighted average expected dividend range 8.60 % Weighted average fair value $ 0.41 A summary of option activity under the Plan as of February 28, 2017 and changes during the nine 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, 2016 192,350 $ 4.11 8.4 $ 0 Granted 12,500 1.96 Exercised 0 0 Forfeited or canceled (14,000 ) 5.80 Outstanding at February 28, 2017 190,850 $ 3.85 7.8 $ 8 Exercisable at February 28, 2017 184,600 $ 3.91 7.8 $ 4 The Company recorded compensation expense for the stock options of $1 and $4 for the three and nine month periods ended February 28, 2017, in the condensed consolidated statements of operations and comprehensive income. As of February 28, 2017, there was $1 of unrecognized compensation cost related to unvested stock option based compensation arrangements under the Plan to be amortized over 0.3 years. Dividends The following table presents details of the Company’s fiscal 2017 and 2016 dividend payments: Date declared Record date Payment date Per share 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 January 15, 2016 $ 0.0450 January 23, 2016 March 31, 2016 April 8, 2016 $ 0.0450 April 4, 2016 June 30, 2016 July 8, 2016 $ 0.0450 August 8, 2016 September 30, 2016 October 7, 2016 $ 0.0450 October 3, 2016 December 30, 2016 January 13, 2017 $ 0.0450 January 28, 2017 March 31, 2017 (est) April 7, 2017 $ 0.0450 |