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Share-Based Compensation
9 Months Ended
Mar. 31, 2018
Share-based Compensation [Abstract]  
Share-Based Compensation
8.
Share-Based Compensation
 
As of March 31, 2018, we had share-based compensation plans which are described in Note 10 of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2017. We recognize stock compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. As of March 31, 2018, we had 15,000 stock options outstanding and 60,000 restricted shares outstanding. During the nine months ended March 31, 2018, 15,000 stock options were granted, 30,881 expired, and none were forfeited or exercised. We recorded share-based compensation within continuing operations related to the issuance of 1) restricted stock to employees and board members, and 2) stock options to a board member:
 
 
 
Three Months Ended
March 31,
 
Nine Months Ended
March 31,
 
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
 
$
39
 
$
165
 
$
2,086
 
$
513
 
 
We use a Black-Scholes option valuation model to determine the grant date fair value of share-based compensation. The Black-Scholes model incorporates various assumptions including the expected term of awards, volatility of stock price, risk-free rates of return and dividend yield. The expected term of an award is no less than the option vesting period and is based on our expectations under our current operating environment. Expected volatility is based upon the historical volatility of the Company’s stock price. The risk-free interest rate is approximated using rates available on U.S. Treasury securities with a remaining term similar to the option’s expected life. We use a dividend yield of zero in the Black-Scholes option valuation model as we do not anticipate paying cash dividends in the foreseeable future. Share-based compensation is recorded net of expected forfeitures.
 
A summary of the activity of our time-based, service condition stock options during the nine months ended March 31, 2018, is presented below:
 
Stock Options
 
Shares
 
Weighted-
Average
Grant Date
Fair Value
 
 
 
 
 
 
 
 
 
Non-vested at July 1, 2017
 
 
30,881
 
$
13.06
 
Granted
 
 
15,000
 
 
5.42
 
Exercised
 
 
-
 
 
-
 
Expired
 
 
(30,881)
 
 
13.06
 
Non-vested at March 31, 2018
 
 
15,000
 
$
5.42
 
 
The fair value of options granted during the nine months ended March 31, 2018 were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions:
 
Expected option life (in years)
 
3.0
 
Risk-free interest rate
 
2.3
%
Expected volatility
 
31.1
%
Dividend yield
 
0.0
%
 
A summary of the activity of our time-based, service condition restricted shares during the nine months ended March 31, 2018, is presented below:
 
Restricted Stock Awards
 
Shares
 
Weighted-
Average
Grant Date
Fair Value
 
 
 
 
 
 
 
 
 
Non-vested at July 1, 2017
 
 
440,613
 
$
5.45
 
Granted
 
 
117,900
 
 
5.72
 
Vested
 
 
(476,013)
 
 
5.46
 
Forfeited
 
 
(22,500)
 
 
5.98
 
Non-vested at March 31, 2018
 
 
60,000
 
$
5.71
 
 
A summary of the activity of our performance-based, service condition restricted shares during the nine months ended March 31, 2018, is presented below:
 
Performance Stock Awards
 
Shares
 
Weighted-
Average
Grant Date
Fair Value
 
 
 
 
 
 
 
 
 
Non-vested at July 1, 2017
 
 
50,000
 
$
5.49
 
Vested
 
 
(50,000)
 
 
5.49
 
Non-vested at March 31, 2018
 
 
-
 
$
-
 
 
In conjunction with the sale of our Content Delivery business on December 31, 2017 (see Note 4 – Discontinued Operations), substantially all of the previously non-vested restricted stock awards (including 50,000 performance-based restricted stock awards) were accelerated to vest as a result of a change of control as determined by our Board of Directors resulting in share-based compensation expense of $1,745 for the three months ending December 31, 2017. In January 2018, we allowed for the net settlement of certain of these awards for the payment of payroll taxes due to certain non-Section 16 employees. Such net settlement resulted in the Company acquiring and retiring 41,566 shares of its common stock.
 
Additionally, one of our independent directors resigned from the Board of Directors, effective on December 31, 2017 (see Note 14 – Commitments and Contingencies – Resignation of Directors) and we accelerated the vesting of 7,500 shares of previously non-vested restricted stock held by that director. This acceleration of vesting resulted in incremental stock compensation expense of $43 during the three months ended December 31, 2017. As of March 31, 2018, 22,500 restricted stock awards granted to our three remaining directors who received restricted shares in November 2017 remain outstanding and subject to their original time-based vesting schedule, as the Board determined these shares should not vest upon the sale of our Content Delivery business.
 
In conjunction with the resignation of three of our independent directors in July 2017 (see Note 14 – Commitments and Contingencies – Resignation of Directors), we accelerated the vesting of 5,400 shares of restricted stock held by each of the resigning directors. This acceleration of vesting resulted in incremental stock compensation expense of $37 during the nine months ended March 31, 2018.
 
All remaining share-based compensation expense for the three and nine-month periods ended March 31, 2018 and 2017 resulted from vesting of shares over their respective vesting periods.