NOTE 5 – Share-Based Payments

 

In March 2008, the Company’s shareholders approved the 2008 Stock Incentive Plan which is 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 million shares are available for issuance under this plan. As of June 30, 2015,  1,090,018 shares had been granted under the plan and not subsequently forfeited, of which 150,000 shares were in the form of stock options and the remainder were in the form of restricted stock or other share grants.

 

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 the three and nine months ended June 30, 2015 or 2014.

 

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. No stock compensation expense related to options was recognized for the three and nine months ended June 30, 2015 or 2014.

 

No stock options were exercised during the nine months ended June 30, 2015.  During the nine months ended June 30, 2014, 30,000 stock options were exercised and the Company received $117,600 of proceeds from the exercise of these options.  The intrinsic value of the options exercised was $89,000. 

 

The following table summarizes the stock options outstanding and exercisable at June 30, 2015:

 

 

 

The aggregate intrinsic value in the table above is before income taxes, based on the closing price of the Company’s common stock of $1.80 per share as of the last business day of the period ended June 30, 2015.  As of June 30, 2015, the Company had no unrecognized compensation expense relating to outstanding stock options as all outstanding stock options were fully vested. 

 

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.  In addition, the Company has issued stock awards to certain employees that provide for future issuance contingent on continued employment for periods that range from one to three years.

The Company granted a total of 43,500 shares of restricted stock or shares issuable pursuant to promises to issue shares of common stock during the nine months ended June 30, 2015. The fair value of the awards granted was approximately $144,000. All such shares of restricted stock vest and all such shares must be issued at the end of the applicable period, provided the grantee has not voluntarily terminated service or been terminated for cause prior to the vesting or issuance date. There were 5,000 and 8,250 shares of restricted stock forfeited during the three and nine months ended June 30, 2015, respectively.

 

The Company granted a total of 170,910 shares of restricted stock or shares issuable pursuant to promises to issue shares of common stock during the nine months ended June 30, 2014. The fair value of the awards granted was approximately $1,471,000. All such shares of restricted stock vest and all such shares must be issued at the end of the applicable period, provided the grantee has not voluntarily terminated service or been terminated for cause prior to the vesting or issuance date.  There were 250 shares of restricted stock forfeited during the three and nine months ended June 30, 2014. 

 

The Company recognized share-based compensation expense for restricted stock or promises to issue shares of common stock of approximately $163,000 and $543,000 for the three and nine months ended June 30, 2015, respectively, $127,000 of which was included in accrued expenses at the nine months then ended since the related shares had not yet been issued at June 30, 2015. Share-based compensation expense for restricted stock or promises to issue shares of common stock for the three and nine months ended June 30, 2014 was approximately $212,000 and $616,000, respectively, of which $188,000 was included in accrued expenses at June 30, 2014.  This compensation expense was included in operating expenses on the accompanying Unaudited Condensed Consolidated Statements of Income for the three and nine months ended June 30, 2015 and 2014. As of June 30, 2015, there was approximately $608,000, representing approximately 85,000 unvested shares, of total unrecognized compensation cost related to non-vested restricted stock compensation arrangements granted under the Company’s equity compensation plans. This unrecognized cost will be recognized over the weighted average period of the next 1.18 years.