Stock Appreciation Rights | 3 Months Ended |
Jul. 31, 2014 |
SARS [Abstract] | ' |
Stock Appreciation Rights [Text Block] | ' |
STOCK APPRECIATION RIGHTS |
|
The Board approved the Directors Stock Appreciation Rights Plan (the "Plan") for non-employee directors in September 2004. The Plan was amended effective December 6, 2013, to permit directors to exercise fully vested stock appreciation rights ("SARS") after five years from the grant date. The Amended and Restated Directors Stock Appreciation Rights Plan (the "Amended Plan") was filed as Exhibit 10.12 to Torotel's current report on Form 8-K filed with the SEC on December 11, 2013. |
|
As under the prior version of the Plan, under the Amended Plan each SAR granted as a part of the Amended Plan may be exercised to the extent that the grantee is vested in such SAR and unvested SARS will be forfeited. The SARS will vest according to the following schedule: |
| | | |
| | | | | |
Number of Years the Grantee has remained | Shares represented | | | |
a Torotel director following the Date of Grant | by a SAR in which | | | |
| a Grantee is Vested | | | |
Under one | — | % | | | |
At least one but less than two | 33 | % | | | |
At least two but less than three | 67 | % | | | |
Three or more | 100 | % | | | |
|
In accordance with ASC 718, compensation expense is recognized over the vesting period based upon the estimated fair value of the SARS pursuant to the terms of the Amended Plan using the Black-Scholes options-pricing model as of the end of each financial reporting period. The stock volatility rate was determined using the historical volatility rates of our common stock based on the weekly closing price of our stock. The expected life represents the actual life as well as the use of the simplified method prescribed by the SEC, which uses the average of the vesting period and expiration period of each group of SARS. The interest rates used were the government Treasury bill rate on the date of valuation. Dividend yield was based on the historical policy that we have not issued any form of dividend since 1985. |
|
On January 24, 2014, the Board terminated the Amended Plan by unanimous written consent of the members of the Board. The Amended Plan was terminated as part of Torotel’s plans to move toward different long-term performance-based awards, which are still under consideration. The Board consent authorizing the termination provides for vested SARS to be exercised within 75 days following the effective date of the termination as well as a one-time cash award equal to the cumulative and aggregate fair market value on the date of grant of any and all unvested SARS held by a grantee under the Plan. All payments related to the exercise of vested SARS and the one-time cash award for unvested SARS occurred on May 15, 2014 and amounted to $250,000. |
|
SARs transactions for the three month period through July 31, 2013 is summarized as follows: |
|
| | | | | |
| 2013 |
| SARs | Weighted |
Under | Average |
Option | Grant |
| Price |
Outstanding at beginning of period | 320,000 | | $ | 0.409 | |
|
Granted | 40,000 | | $ | 0.41 | |
|
Exercised | — | | $ | — | |
|
Terminated | — | | $ | — | |
|
Outstanding at end of period | 360,000 | | $ | 0.409 | |
|
SARs exercisable at end of period | 280,000 | | $ | 0.415 | |
|
Weighted average fair value of SARs granted during the period | | | $ | 0.41 | |
|
|
The following information applies to SARS vested and outstanding for the three month period through July 31, 2013: |
|
| | |
| | | | | |
| 2013 | | |
| |
Number outstanding | 360,000 | | | |
| |
Range of grant prices, upper limit | $ | 0.695 | | | |
| |
Range of grant prices, lower limit | $ | 0.208 | | | |
| |
Weighted average grant price | $ | 0.409 | | | |
| |
Weighted average contractual life remaining (in years) | 5.17 | | | |
| |
10-day average market price | $ | 0.768 | | | |
| |
Weighted average stock volatility | 140.65 | % | | |
Weighted average expected life | 4.52 | | | |
| |
Weighted average risk free rate | 1.17 | % | | |
Weighted average dividend yield | — | % | | |
Weighted average fair value price | $ | 0.731 | | | |
| |
Aggregate fair value | $ | 181,000 | | | |
| |
Aggregate intrinsic value | $ | 99,000 | | | |
| |
Total compensation expense (credit) for three months ended July 31 | $ | 93,000 | | | |
| |
Unrecognized compensation expense related to non-vested SARs granted | $ | 50,000 | | | |
| |
Expected period to recognize compensation expense related to non-vested SARs granted (in years) | 2.13 | | | |
| |
Total liability for SARs on consolidated balance sheets | $ | 189,000 | | | |
| |