Note 5 - Share-Based Payments
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9 Months Ended | ||||||||||||||||||
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Jun. 30, 2011
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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:
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.
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