Equity Incentive Plan

9 Months Ended

Feb. 29, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Our 2005 Equity Incentive Plan (the “Equity Incentive Plan”), as amended and restated, authorizes our Board of Directors to grant incentive and non-statutory stock option grants, stock appreciation rights, restricted stock awards, restricted stock units, performance unit awards and performance share awards covering a maximum of 1,000 shares of our common stock. Pursuant to the Equity Incentive Plan, we have granted restricted stock units to directors, officers and key employees.

Restricted Stock Units

Each vested restricted stock unit entitles the holder to be issued one share of common stock. The vested restricted stock units settle into common stock on the earliest of (i) the first January 1st after the fifth anniversary of the grant, (ii) a change of control, or (iii) termination of the holder’s employment or membership on our Board of Directors. Restricted stock units vest according to a vesting schedule determined by the Compensation Committee of our Board of Directors, generally over a one to three year period.

The following table represents restricted stock unit activity for the nine months ended February 29, 2016:



	Restricted Stock Units		Weighted – Average Grant Date Fair Value
Nonvested at June 1, 2015	129		$	16.75
Granted	182		11.24
Vested	(76	)	16.08
Forfeited/canceled	(7	)	16.72
Nonvested at February 29, 2016	228		$	12.59

We granted 182 and 87 restricted stock units during the nine months ended February 29, 2016 and February 28, 2015, respectively. We did not grant any restricted stock units during the three months ended February 29, 2016 and February 28, 2015, respectively.

Under the terms of our restricted stock unit agreements, nonvested restricted stock unit awards contain forfeitable rights to dividends. Because the dividends are forfeitable, the restricted stock units are defined as non-participating securities. As of February 29, 2016, we have unrecognized share-based compensation cost of approximately $2,119 associated with restricted stock unit awards. This cost is expected to be recognized over a weighted-average period of approximately 2.0 years.

We had 232 and 401 vested restricted stock units outstanding as of February 29, 2016 and February 28, 2015, respectively, which receive dividends following vesting and are convertible to common shares five years after the grant date.

Accounting for Share-Based Payments

Accounting guidance requires all share-based payments to employees, including grants of restricted stock units, to be recognized as compensation expense in the consolidated financial statements based on their fair values. Compensation expense is recognized over the period that an employee provides service in exchange for the award, which is approximately three years.

Forfeitures are estimated at the date of grant based on historical experience. We use the market price of our common stock on the date of grant to calculate the fair value of each grant of restricted stock units.

We recorded $368 and $1,016 of share-based compensation as part of SG&A expenses for the three and nine months ended February 29, 2016 and $319 and $968 for the three and nine months ended February 28, 2015.

We receive a tax deduction for certain restricted stock units on the date the related shares are issued, generally for (1) the fair value of our common stock at the date of issuance and (2) for dividends paid on vested restricted stock units where the underlying shares have not been issued. Excess tax benefits are realized when restricted stock units are issued and the tax deductions (fair value at issuance) are greater than the compensation expense for financial reporting purposes (fair value at the date of grant). Shortfalls are realized when the fair value at issuance is less than the fair value at grant. For the nine months ended February 29, 2016 and February 28, 2015, we realized a total excess tax shortfall of $40 and an excess tax benefit of $348, respectively.