Quarterly report pursuant to Section 13 or 15(d)

Note 5 - Share-Based Payments

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Note 5 - Share-Based Payments
3 Months Ended
Dec. 31, 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 December 31, 2011, 750,432 had been granted under the plan, 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 months ended December 31, 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 each of the three months ended December 31, 2011 and 2010, was approximately $23,000.

During the three months ended December 31, 2011, 193,750 stock options were exercised using the cashless exercise option available under the plan which entitled the holder to 116,915 shares of common stock.  The intrinsic value of the options exercised was $510,000.  There was no realized tax benefit from options exercised for the three months ended December 31, 2011, based on the “with and without” approach.  No stock options were exercised during the three months ended December 31, 2010.

The following table summarizes the stock options outstanding and exercisable at December 31, 2011:

 
Number
Outstanding
At 12/31/2011
Wghted. Avg.
Remaining
Life
Wghted. Avg.
Exercise
Price
Aggregate
Intrinsic
Value
Number
Exercisable
At 12/31/2011
Wghted Avg.
Remaining
Life
Wghted. Avg.
Exercise
Price
Aggregate
Intrinsic
Value
Total
1,640,250
2.04
$1.60
$4,779,000
1,622,715
1.98
$1.57
$4,769,000

The aggregate intrinsic value in the table above is before income taxes, based on the Company’s closing stock price of $4.51 per share as of the last business day of the period ended December 31, 2011.  As of December 31, 2011, the Company had unrecognized compensation expense of approximately $38,000 related to unvested stock options.  These expenses will be recognized over approximately 5 months. The deferred tax asset and realized benefit from stock options exercised and other share-based payments for the periods ended December 31, 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.

The Company granted a total of 44,750 shares of restricted stock or shares issuable pursuant to promises to issue shares of common stock during the three months ended December 31, 2011. The fair value of the awards granted was approximately $187,000. All such shares of restricted stock vest and all such shares must be issued pursuant to promises to issue common stock in  September 2012 through 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 288,750 shares of restricted stock or shares issuable pursuant to promise to issue shares of common stock during the three months ended December 31, 2010.  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 promise to issue 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.  There were no restricted stock forfeitures during the three months ended December 31, 2011, or 2010.

The Company recognized share-based compensation expense for restricted stock or promises to issue shares of common stock of approximately $205,000 for the three months ended December 31, 2011, $60,000 of which is included in accrued expenses at December 31,  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 months ended December 31, 2010 was approximately $114,000, of which $53,000 was included in accrued expenses at December 31, 2010.  This expense is included in selling, general and administrative expenses for those respective periods. As of December 31, 2011, there was approximately $1,079,000, representing approximately 197,000 unvested shares, of 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 1.57 years.

Common Stock Purchase Warrants

At December 31, 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 4.54 years and aggregate intrinsic value of approximately $257,000.  The aggregate intrinsic value is before taxes, based on the Company’s closing stock price of $4.51 per share on the last day of business for the period ended December 31, 2011.

No warrants were issued in the three months ended December 31, 2011 or 2010.

There were no warrant exercises in the three months ended December 31, 2011 or 2010.  There is no unrecognized compensation cost related to warrants as of December 31, 2011.