Quarterly report pursuant to Section 13 or 15(d)

Note 5 - Share-Based Payments

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Note 5 - Share-Based Payments
9 Months Ended
Jun. 30, 2011
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
NOTE 5 – Share-Based Payments

In March 2008, the Company’s shareholders approved the 2008 Stock Incentive Plan which will be utilized to provide equity opportunities and performance–based incentives to attract, retain and motivate those persons who make (or are expected to make) important contributions to the Company.  A total of 2,000,000 shares are available for issuance under this plan. As of June 30, 2011, 693,682 shares had been issued under this plan and no shares were issued in the quarter then ended. Of the total grants under this plan from its adoption to June 30, 2011, stock options covering a total of 150,000 shares have been granted, and all other grants were in the form of restricted stock or other share awards.

Stock Options

Under the Company’s previous share based long-term incentive compensation plan, the 1997 Stock Option Plan, the Company granted non-qualified stock options to employees.  There are no shares available for grant under this plan which expired on December 31, 2006.  Options issued under this plan expire 10 years after the date of grant and generally vested 1/36 per month, with full vesting after three years. Under the Company’s 2008 Stock Incentive Plan, options issued expire 10 years after the date of grant and vest 1/36 per month, with full vesting after three years. The Company did not grant any options during either the three or nine months ended June 30, 2011 or 2010.

Compensation expense is recognized only for share-based payments expected to vest. The Company estimates forfeitures at the date of grant based on historical experience and future expectations. Stock compensation expense related to options for the three and nine months ended June 30, 2011, was approximately $23,000 and $68,000, respectively, and $23,000 and $70,000 for the three and nine months ended June 30, 2010, respectively.

No stock options were exercised during the three and nine months ended June 30, 2011.  During the three and nine months ended June 30, 2010, stock option holders exercised 30,000 and 325,000 stock options, respectively, using the cashless exercise option available under the plan which entitled them to 20,962 and 186,220 shares of common stock, respectively.  During the nine months ended June 30, 2010, proceeds of $157,900 were received from the exercise of 110,000 stock options.  Of the 435,000 stock options exercised in the nine months ended June 30, 2010, 425,000 were exercised by independent board members and senior management.  The intrinsic value of the options exercised was $116,000 and $1,792,000 for the three and nine months ended June 30, 2010, respectively. There was no realized tax benefit from options exercised for the three months ended June 30, 2010, based on the “with and without” approach.

The following table summarizes the stock options outstanding and exercisable at June 30, 2011:

 
Number
Outstanding
At 6/30/2011
Wghted. Avg.
Remaining
Life
Wghted. Avg.
Exercise
Price
Aggregate
Intrinsic
Value
Number
Exercisable
At 6/30/2011
Wghted Avg.
Remaining
Life
Wghted. Avg.
Exercise
Price
Aggregate
Intrinsic
Value
Total
1,834,000
2.62
$1.61
$6,217,000
1,788,167
2.49
$1.55
$6,167,000

The aggregate intrinsic value in the table above is before income taxes, based on the Company’s closing stock price of $5.00 per share as of the last business day of the period ended June 30, 2011.  As of June 30, 2011, the Company had unrecognized compensation expense of approximately $83,000 related to unvested stock options.  These expenses will be recognized over approximately 11 months. The deferred tax asset and realized benefit from stock options exercised and other share-based payments for the periods ended June 30, 2011 and 2010, was not recognized, based on the Company’s election of the “with and without” approach.

Restricted Stock

The Company issues restricted stock to employees, directors and consultants. Such issuances may have vesting periods that range from one to three years or the issuances may be contingent on continued employment for periods that range from one to three years.  In addition, the Company has issued stock awards to certain employees that contain vesting provisions or provide for future issuance contingent on continued employment.

No shares of restricted stock were granted during the three months ended June 30, 2011 or June 30, 2010.  The Company granted a total of 288,750 shares of restricted stock or shares issuable pursuant to promises to issue shares of common stock during the nine months ended June 30, 2011. The fair value of the awards granted was approximately $1,657,000. All such shares of restricted stock vest and all such shares must be issued pursuant to promises to issue common stock between September 2011 and December 2013, provided the grantee has not voluntarily terminated service or been terminated for cause prior to the vesting or issuance date. The Company granted a total of 35,250 shares of restricted stock or shares issuable pursuant to promises to issue shares of common stock during the nine months ended June 30, 2010. The fair value of the awards granted was approximately $166,000.  All such shares of restricted stock vested or were issued in September 2010.  2,500 shares of restricted stock were forfeited during the nine months ended June 30, 2011, and no shares of restricted stock were forfeited during the three months ended June 30, 2011 or the nine months ended June 30, 2010.

The Company recognized share-based compensation expense for restricted stock or promises to issue shares of common stock of approximately $200,000 and $503,000 for the three and nine  months ended June 30, 2011, respectively, $155,000 of which is included in accrued expenses at June 30, 2011, since the related shares have not been issued. Share-based compensation expense for restricted stock or promises to issue shares of common stock for the three and nine months ended  June 30, 2010 was approximately $100,000 and $301,000, respectively, of which $172,000 is included in accrued expenses at June 30, 2010.  This expense is included in selling, general and administrative expenses for those respective periods. As of June 30, 2011, there was approximately $1,282,000, representing approximately 228,000 unvested shares, of total unrecognized compensation cost related to non-vested restricted stock compensation arrangements granted under the incentive plans.  This unrecognized cost will be recognized over the weighted average period of the next 2.0 years.

Common Stock Purchase Warrants

At June 30, 2011, 80,000 warrants issued in connection with investor relations were outstanding and exercisable.  The warrants have an exercise price of $1.30 per share, remaining life of 5.04 years and aggregate intrinsic value of approximately $296,000.  The aggregate intrinsic value is before taxes, based on the Company’s closing stock price of $5.00 per share on the last day of business for the period ended June 30, 2011.

No warrants were issued in the nine months ended June 30, 2011 or 2010.

There were no warrant exercises in the nine months ended June 30, 2011.  There is no unrecognized compensation cost related to warrants as of June 30, 2011.

During the nine months ended June 30, 2010, a warrant holder exercised 30,000 warrants using the cashless exercise option available within the warrant agreement which entitled the warrant holder to 23,085 shares of common stock.  During the nine months ended June 30, 2010, warrant holders exercised 626,500 warrants which provided proceeds of $725,600.