11.

STOCKHOLDERS’ DEFICIT

Common Stock

The holders of the Class A common stock are entitled to one vote for each share held. The holders of the Class B common stock are entitled to ten votes for each share held, except for the election of one director, who is elected by the holders of the Class A common stock exclusively. The Class B common stock is convertible into Class A common stock on a share-for-share basis at the option of the shareholder.

In fiscal year 2013, we sold 11,500 shares of Class A common stock at an average price of $4.00 per share in a registered public offering. The net proceeds received from the registered public offering, after deducting underwriting discounts, commissions and offering expenses, were $42,184 and were used to refinance our Second Lien Notes.

Preferred Stock

We are authorized to issue up to 944 shares of preferred stock in one or more series. As of December 31, 2015 and December 31, 2014 we had no shares issued.

Stock Based Compensation

Stock Incentive Plans

1997 Stock Option Plan. In the fiscal year ended April 30, 1998, we adopted the 1997 Stock Option Plan (“1997 Plan”) a stock option plan for employees, officers and directors of, and consultants and advisors to us. The 1997 Plan terminated as of July 31, 2007 and as a result no additional awards may be made pursuant to the 1997 Plan.

2006 Stock Incentive Plan. In the fiscal year ended April 30, 2007, we adopted the 2006 Stock Incentive Plan (“2006 Plan”). The 2006 Plan was amended in the fiscal year ended April 30, 2010. Under the 2006 Plan, we may grant awards up to an aggregate amount of shares equal to the sum of: (i) 2,475 shares of Class A common stock (subject to adjustment in the event of stock splits and other similar events), plus (ii) such additional number of shares of Class A common stock as were subject to options granted under our 1993 Incentive Stock Option Plan, 1994 Non-statutory Stock Option Plan, 1996 Stock Option Plan, and 1997 Plan (“Prior Plans”), which were not actually issued under the Prior Plans because such stock options expire or otherwise result in shares not being issued. As of December 31, 2015, there were 956 Class A common stock equivalents available for future grant under the 2006 Plan, inclusive of additional Class A common stock equivalents that were previously issued under our terminated plans and have become available for grant because such awards expired or otherwise resulted in shares not being issued. No award may be granted under the 2006 Plan after October 10, 2016 and accordingly we expect to implement a new stock incentive plan which would be recommended to stockholders for approval at the 2016 Annual Meeting of Stockholders.

Stock options granted under the 2006 Plan are granted at a price equal to the prevailing fair market value of our Class A common stock at the date of grant. Generally, stock options granted have a term not to exceed ten years and vest over a one to four year period from the date of grant.

We grant restricted stock awards, restricted stock units and performance stock units under the 2006 Plan at a price equal to the fair market value of our Class A common stock at the date of grant. Restricted stock awards granted to non-employee directors vest incrementally over a three year period beginning on the first anniversary of the date of grant. Restricted stock units vest incrementally over an identified service period beginning on the grant date based on continued employment. Performance stock units vest at a future date following the grant date and are based on the attainment of a performance target.

Stock Options

The following table summarizes stock option activity:


						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
	Stock Options			Exercise Price		Term (years)		Intrinsic Value
Outstanding, December 31, 2014		1,380		$	7.70
Granted		150		$	7.17
Exercised		(33	)	$	4.85
Forfeited		(200	)	$	12.16

Outstanding, December 31, 2015		1,297		$	7.03		5.5	$	1,156

Exercisable, December 31, 2015		942		$	7.47		4.2	$	928

Expected to vest, December 31, 2015		1,296		$	7.03		5.5	$	1,155

During fiscal year 2015, transition period 2014, fiscal year 2014 and fiscal year 2013, stock-based compensation expense for stock options was $671, $386, $464, and $528, respectively.

During fiscal year 2015, transition period 2014, fiscal year 2014 and fiscal year 2013, the aggregate intrinsic value of stock options exercised was $52, $31, $23 and $0.

As of December 31, 2015, total unrecognized stock-based compensation expense related to outstanding stock options was $1,225, which will be recognized over a weighted average period of 2.3 years.

Our calculation of stock-based compensation expense associated with stock options granted was made using the Black-Scholes valuation model. The weighted average fair value of stock options granted during fiscal year 2015, transition period 2014, fiscal year 2014 and fiscal year 2013 were $5.35, $3.62, $4.22 and $3.03 per option, respectively, which were calculated assuming no expected dividend yield using the following weighted average assumptions:

Fiscal Year Ended

Eight Months Ended

Fiscal Year Ended
April 30,

December 31, 2015

December 31, 2014

2014

2013

Expected life

7.24 years

7.00 years

6.79 years

6.82 years

Risk-free interest rate

2.02%

2.15%

2.22%

1.14%

Expected volatility

81.31%

82.76%

83.96%

84.40%

Expected life is calculated based on the weighted average historical life of the vested stock options, giving consideration to vesting schedules and historical exercise patterns. Risk-free interest rate is based on the U.S. Treasury yield curve for the period of the expected life of the stock option. Expected volatility is calculated using the weekly historical volatility of our Class A common stock over the expected life.

The Black-Scholes valuation model requires extensive use of accounting judgment and financial estimation, including estimates of the expected term option holders will retain their vested stock options before exercising them, the estimated volatility of our Class A common stock price over the expected term and the number of stock options that will be forfeited prior to the completion of their vesting requirements. Application of alternative assumptions could produce significantly different estimates of the fair value of stock-based compensation and consequently, the related amounts recognized in the consolidated statements of operations.

Other Stock Awards

The following table summarizes restricted stock, restricted stock unit and performance stock unit activity:


	Restricted Stock,					Weighted Average
	Restricted Stock Units,			Weighted		Remaining
	and Performance Stock			Average		Contractual Term		Aggregate Intrinsic
	Units (1)			Grant Price		(years)		Value
Outstanding, December 31, 2014		1,048		$	4.79
Granted		624		$	4.40
Class A Common Stock Vested		(410	)	$	4.68
Forfeited		(300	)	$	5.09

Outstanding, December 31, 2015		962		$	4.49		1.8	$	1,449

Expected to vest, December 31, 2015		825		$	4.51		1.8	$	1,228

(1)	Performance stock units are included at the 100% attainment level. As of December 31, 2015, no performance stock units remain outstanding.

The following table summarizes the grant activity for other stock:


	Granted		Weighted Average Grant Date Fair Value		Unissued at December 31, 2015
Fiscal year 2013 grants
Restricted stock units		340	$	5.15		—
Performance stock units		316	$	5.17		—
Restricted stock awards		79	$	4.45		—

Total		735				—


Fiscal year 2014 grants
Restricted stock units		482	$	4.09		135
Restricted stock awards		60	$	5.81		14

Total		542				149


Transition period 2014 grants
Restricted stock units		277	$	5.28		171
Restricted stock awards		93	$	3.78		44

Total		370				215


Fiscal year 2015 grants
Restricted stock units		562	$	4.20		541
Restricted stock awards		62	$	6.25		57

Total		624				598

During fiscal year 2015, transition period 2014, fiscal year 2014 and fiscal year 2013, stock-based compensation expense related to restricted stock, restricted stock units and performance stock units was $2,314, $1,202, $1,861 and $1,609, respectively. Stock-based compensation expense related to restricted stock and restricted stock units during fiscal year 2015 included $270 of incremental compensation expense resulting from the modification of restricted stock awards associated with the retirement of two members of our Board of Directors. There was $19, $0, $0 and $0 of tax benefit in the provision for income taxes associated with stock-based compensation expense during fiscal year 2015, transition period 2014, fiscal year 2014 and fiscal year 2013.

During fiscal year 2015, transition period 2014, fiscal year 2014 and fiscal year 2013, the total fair value of other stock awards vested was $2,340, $1,866, $1,458 and $2,475, respectively.

As of December 31, 2015, total unrecognized stock-based compensation expense related to restricted stock and restricted stock units was $2,674, which will be recognized over a weighted average period of 1.8 years. We recorded a tax benefit of $185, $84, $0 and $96 to additional paid-in-capital related to the exercise of various share based awards in fiscal year 2015, transition period 2014, fiscal year 2014 and fiscal year 2013, respectively. Tax savings from stock-based compensation resulting from tax deductions in excess of expense are reflected as a financing cash flow in our consolidated financial statements.

We also recorded $94, $52, $79 and $99 of stock-based compensation expense related to our Amended and Restated 1997 Employee Stock Purchase Plan during fiscal year 2015, transition period 2014, fiscal year 2014 and fiscal year 2013, respectively.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income is a component of stockholders’ deficit included in the accompanying consolidated balance sheets and includes, as applicable, the effective portion of changes in the fair value of our cash flow hedges that consist of commodity hedges and interest rate swaps, the changes in fair value of our marketable securities, as well as our portion of the changes in the fair value of GreenFiber’s commodity hedges up until the date of divestiture.

The changes in the balances of each component of accumulated other comprehensive income (loss) are as follows:


	Marketable Securities			Commodity Hedges			Interest Rate Swaps			Total
Balance as of April 30, 2012	$	4		$	413		$	(2,369	)	$	(1,952	)

Other comprehensive income (loss) before reclassifications		23			(1,653	)		(1,257	)		(2,887	)
Amounts reclassified from accumulated other comprehensive loss		—			621			3,626			4,247

Net current-period other comprehensive income (loss)		23			(1,032	)		2,369			1,360

Balance as of April 30, 2013		27			(619	)		—			(592	)

Other comprehensive income (loss) before reclassifications		12			(36	)		—			(24	)
Amounts reclassified from accumulated other comprehensive loss		—			655			—			655

Net current-period other comprehensive income		12			619			—			631

Balance as of April 30, 2014		39			—			—			39
Other comprehensive income		19			—			—			19

Balance as of December 31, 2014		58			—			—			58
Other comprehensive loss		(51	)		—			—			(51	)

Balance as of December 31, 2015	$	7		$	—		$	—		$	7

A summary of reclassifications out of accumulated other comprehensive income (loss) for fiscal year 2015, transition period 2014, fiscal year 2014 and fiscal year 2013 is as follows:


	Fiscal Year		Eight Months
	Ended		Ended		Fiscal Year Ended
	December 31,		December 31,		April 30,
	2015		2014		2014			2013
Details about Accumulated Other Comprehensive Income (Loss) Components	Amount Reclassified Out of Accumulated Other Comprehensive Income (Loss)										Affected Line Item in the Consolidated Statements of Operations
Loss on derivative instruments:
GreenFiber commodity hedges	$	—	$	—	$	(405	)	$	(621	)	Loss from equity method investments
Interest rate contracts		—		—		—			(3,626	)	Loss on derivative instruments

		—		—		(405	)		(4,247	)	Loss from continuing operations before income taxes and discontinued operations
		—		—		(250	)		—		Benefit for income taxes

	$	—	$	—	$	(655	)	$	(4,247	)	Loss from continuing operations before discontinued operations