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STOCK-BASED COMPENSATION
 6 Months Ended
Nov. 30, 2011
Notes to Financial Statements  
STOCK-BASED COMPENSATION

2. STOCK-BASED COMPENSATION

 

Stock-based compensation expense consists of expenses for stock options and employee stock purchase plan, or ESPP, shares. Stock-based compensation cost is measured at each grant date, based on the fair value of the award using the Black-Scholes option valuation model, and is recognized as expense over the employee’s requisite service period. This model was developed for use in estimating the value of publicly traded options that have no vesting restrictions and are fully transferable. The Company’s employee stock options have characteristics significantly different from those of publicly traded options. All of the Company’s stock based compensation is accounted for as an equity instrument. See Notes 8 and 9 in the Company’s Annual Report on Form 10-K for fiscal 2011 filed on August 26, 2011 for further information regarding the stock option plan and the ESPP.

 

The following table summarizes compensation costs related to the Company’s stock-based compensation for the three and six months ended November 30, 2011 and 2010, respectively (in thousands):

 

   Three Months Ended  Six Months Ended
   November 30,  November 30,
   2011  2010  2011  2010
Stock-based compensation in the form of employee stock options and ESPP shares, included in:            
Cost of sales  $27   $28   $46   $60 
Selling, general and administrative   95    122    188    265 
Research and development   50    88    103    187 
Total stock-based compensation  $172   $238   $337   $512 

 

 

During the three months ended November 30, 2011 and 2010, the Company recorded stock-based compensation related to stock options of $134,000 and $204,000, respectively. During the six months ended November 30, 2011 and 2010, the Company recorded stock-based compensation related to stock options of $289,000 and $428,000, respectively.

 

As of November 30, 2011, the total unrecognized stock-based compensation cost related to unvested stock-based awards under the Company’s 1996 Stock Option Plan and 2006 Equity Incentive Plan was approximately $844,000, which is net of estimated forfeitures of $2,000. This cost will be amortized over the remaining service period of the underlying options. The weighted average service period is approximately 3.1 years.

 

During the three months ended November 30, 2011 and 2010, the Company recorded stock-based compensation related to the ESPP of $38,000 and $34,000, respectively. During the six months ended November 30, 2011 and 2010, the Company recorded stock-based compensation related to the ESPP of $48,000 and $84,000, respectively.

 

As of November 30, 2011, the total compensation cost related to options to purchase the Company’s common stock under the ESPP but not yet recognized was approximately $119,000. This cost will be amortized on a straight-line basis over a weighted average service period of approximately 1.2 years.

 

Valuation Assumptions

 

Valuation and Amortization Method. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model and a single option award approach. The fair value under the single option approach is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

 

Expected Term. The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as evidenced by changes to the terms of its stock-based awards.

 

Expected Volatility. Volatility is a measure of the amounts by which a financial variable such as stock price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses the historical volatility for the past five years, which matches the expected term of most of the option grants, to estimate expected volatility. Volatility for each of the ESPP’s four time periods of six months, twelve months, eighteen months, and twenty-four months is calculated separately and included in the overall stock-based compensation cost recorded.

 

Dividends. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes option valuation model.

 

Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of the stock awards including the ESPP.

 

Estimated Forfeitures. When estimating forfeitures, the Company considers voluntary termination behavior as well as analysis of actual option forfeitures.

 

Fair Value. The fair value of the Company’s stock options granted to employees for the three and six months ended November 30, 2011 and 2010 were estimated using the following weighted average assumptions in the Black-Scholes option valuation model.

 

   Three Months Ended  Six Months Ended
   November 30,  November 30,
   2011  2010  2011  2010
Option Plan Shares            
Expected Term (in years)   5    5    5    5 
Volatility   0.81    0.79    0.81    0.80 
Expected Dividend  $0.00   $0.00   $0.00   $0.00 
Risk-free Interest Rates   1.01%   1.34%   1.51%   1.72%
Estimated Forfeiture Rate   0.25%   0.25%   0.25%   0.25%
Weighted Average Grant Date Fair Value  $0.57   $0.84   $0.78   $1.20 

 

 

The fair values of the ESPP shares granted for the three and six months ended November 30, 2011 and 2010 were estimated using the following weighted-average assumptions:

 

   Three Months Ended  Six Months Ended
   November 30,  November 30,
   2011  2010  2011  2010
Employee Stock Purchase Plan Shares            
Expected Term (in years)   0.5-2.0    0.5-2.0    0.5-2.0    0.5-2.0 
Volatility   0.79-0.98    0.85-0.94    0.79-0.98    0.85-0.94 
Expected Dividend  $0.00   $0.00   $0.00   $0.00 
Risk-free Interest Rates0.1%-1.1%   0.2%-0.4%   0.1%-1.1%   0.2%-0.4% 
Estimated Forfeiture Rate   0%   0%   0%   0%
Weighted Average Grant Date Fair Value  $0.40   $0.74   $0.40   $0.74 

 

The following table summarizes the stock option transactions during the three and six months ended November 30, 2011 (in thousands, except per share data):

 

 

              Outstanding Options   
                      Weighted          
              Number       Average       Aggregate  
      Available       of       Exercise       Intrinsic  
      Shares       Shares       Price       Value  
Balances, May 31, 2011     687       2,083     $ 3.40     $ 298  
                                 
Options granted     (432 )     432     $ 1.27          
Options terminated     140       (140 )   $ 3.70          
Plan shares expired     (136 )                        
                                 
Balances, August 31, 2011     259       2,375     $ 2.99     $ 123  
                                 
Additional shares reserved     1,176       —                    
Options granted     (50 )     50     $ 0.89          
Options terminated     69       (69 )   $ 3.94          
                                 
Balances, November 30, 2011     1,454       2,356     $ 2.92     $ —    
                                 
Options fully vested and expected to                                
 vest at November 30, 2011             2,309     $ 2.92     $ —    
                                 
Options exercisable at November 30, 2011             1,580     $ 3.50     $ —    
                                 

 

 

 The options outstanding and exercisable at November 30, 2011 were in the following exercise price ranges (in thousands, except per share data):

 

   Options Outstanding  Options Excercisable
   at November 30, 2011  at November 30, 2011
Range of Exercise
Prices		  Number Outstanding Shares  Weighted Average Remaining Contractual Life (Years)  Weighted Average Exercise Price  Number Exercisable Shares  Weighted Average Exercise Price  Weighted Average Remaining Contractual Life (Years)  Aggregate Intrinsic Value
$0.85-$0.89   500    3.01   $0.85    454   $0.85    2.62      
$1.25-$2.81   1,279    3.89   $1.84    566   $2.13    2.52      
$3.00-$5.96   251    0.62   $5.18    251   $5.18    0.62      
$6.00-$9.30   206    1.27   $7.82    206   $7.82    1.27      
$9.94-$9.94   120    1.56   $9.94    103   $9.94    1.56      
                                    
$0.85-$9.94   2,356    3.01   $2.92    1,580   $3.50    2.02   $—   

 

The total intrinsic value of options exercised during the three and six months ended November 30, 2011 was $0. The total intrinsic value of options exercised during the three and six months ended November 30, 2010 was $1,000 and $2,000, respectively. The weighted average remaining contractual life of the options exercisable and expected to be exercisable at November 30, 2011 was 3.0 years.

 

Options to purchase 1,580,000 and 1,409,000 shares were exercisable at November 30, 2011 and 2010, respectively. These exercisable options had weighted average exercise prices of $3.50 and $3.89 as of November 30, 2011 and 2010, respectively.