SHARE-BASED COMPENSATION | 3 Months Ended |
Sep. 30, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
SHARE-BASED COMPENSATION | ' |
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NOTE 8. SHARE-BASED COMPENSATION |
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As discussed further below, until June 2014 we had two equity compensation plans, the Second Amended and Restated 2004 Stock Option Plan (the “Employee Stock Option Plan”) and the Amended and Restated 2004 Directors’ Stock Option Plan (the “Directors’ Stock Option Plan”) (collectively, the “Stock Option Plans”), pursuant to which (i) options to purchase shares of common stock, or (ii) restricted shares of common stock, could be granted up to an aggregate amount of 1,333,333 common shares, with 1,066,667 and 266,666 shares distributed between the Employee Stock Option Plan and the Directors’ Stock Option Plan, respectively. The Stock Option Plans were substantially similar, providing for a strike price equal to the closing price for a share of our common stock as of the last business day immediately prior to the grant date, vesting periods as determined by the Board for the Employee Stock Option Plan and six months for the Directors’ Stock Option Plan, and terms of up to ten years, subject to forfeit 30 days after the holder ceases to be an employee or 90 days after the holder ceases to be a director, as the case may be. Share-based compensation expense under the Stock Option Plans for the three months ended September 30, 2014 and 2013 was $8,000 and $20,000, respectively. |
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Stock Options |
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No options were granted during the three months ended September 30, 2014 and 2013. |
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As of September 30, 2014, there was an aggregate of $6,000 of unrecognized compensation cost under the Stock Option Plans related to 6,667 non-vested outstanding stock options with a per share weighted average value of $1.98. The unrecognized expense is anticipated to be recognized on a straight-line basis over a weighted average period of 11.5 months. Following is a summary of stock option activity for the three months ended September 30, 2014 and 2013: |
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| | 2014 | | | 2013 | | | | | | | | | | | | | | | | | | |
| | Number of | | | Weighted-Average | | | Number of | | | Weighted-Average | | | | | | | | | | | | | | | | | | |
Shares | Exercise Price | Shares | Exercise Price | | | | | | | | | | | | | | | | | |
Outstanding at beginning of period | | | 165,002 | | | $ | 2.4 | | | | 292,504 | | | $ | 2.35 | | | | | | | | | | | | | | | | | | |
Options granted | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | |
Options exercised | | | — | | | | — | | | | (804 | ) | | | 1.8 | | | | | | | | | | | | | | | | | | |
Options canceled or expired | | | (8,334 | ) | | | 5.58 | | | | (97,531 | ) | | | 2.35 | | | | | | | | | | | | | | | | | | |
Outstanding at end of period | | | 156,668 | | | $ | 2.23 | | | | 194,169 | | | $ | 2.36 | | | | | | | | | | | | | | | | | | |
Stock Options Exercisable at September 30, | | | 150,001 | | | $ | 2.26 | | | | 139,729 | | | $ | 2.57 | | | | | | | | | | | | | | | | | | |
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Following is a summary of information regarding options outstanding and options exercisable at September 30, 2014: |
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| | | Options Outstanding | | | Options Exercisable | |
Range of | | | Number | | | Weighted-Avg. | | | Weighted- | | | Aggregate. | | | Number | | | Weighted-Avg. | | | Weighted- | | | Aggregate. |
Exercise Prices | Outstanding | Remaining | Avg. | Intrinsic | Outstanding | Remaining | Avg. | Intrinsic |
| | Contractual Life | Exercise | Value | | Contractual Life | Exercise | Value |
| | in Years | Price | | | in Years | Price | |
$0 to 2.50 | | | | 145,000 | | | | 6.98 | | | $ | 1.87 | | | $ | 59,450 | | | | 138,333 | | | | 6.93 | | | $ | 1.88 | | | $ | 56,716 | |
2.5 to 5.00 | | | | 3,334 | | | | 2.63 | | | | 4.38 | | | | — | | | | 3,334 | | | | 2.63 | | | | 4.38 | | | | — | |
7.51 to 10.00 | | | | 8,334 | | | | 1.27 | | | | 7.65 | | | | — | | | | 8,334 | | | | 1.27 | | | | 7.65 | | | | — | |
Total | | | | 156,668 | | | | 6.58 | | | $ | 2.23 | | | $ | 59,450 | | | | 150,001 | | | | 6.52 | | | $ | 2.26 | | | $ | 56,716 | |
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In June 2014, our Board of Directors terminated the Employee Stock Option Plan, with the provision that options outstanding under the Employee Stock Option Plan will remain outstanding in accordance with their respective terms. At the date of termination, 531,381 shares were reserved for issuance under the Employee Stock Option Plan in excess of shares issuable pursuant to outstanding options, all of which shares will be available for issuance under the provisions of the Employee Stock Purchase Plan described below. |
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In September 2014, our Board approved the inclusion in our proxy statement for approval by our shareholders at the 2014 Annual Meeting of Shareholders its recommendation to terminate the Directors’ Stock Option Plan. At September 30, 2014, 173,334 shares were reserved for issuance under the Directors’ Stock Option Plan, all of which, subject to the aforementioned shareholder approval to terminate the Directors’ Stock Option Plan, will be available for issuance under the provisions of the Employee Stock Purchase Plan described below. |
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Employee Stock Purchase Plan |
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Also in September 2014, our Board approved the establishment of an Employee Stock Purchase Plan (the “ESPP”). The ESPP conforms to the provisions of Section 423 of the Internal Revenue Code, has coterminous offering and purchase periods of six months, and bases the pricing to purchase shares of our common stock on a formula so as to result in a per share purchase price that approximates a 15% discount from the market price of a share of our common stock at the end of the purchase period. The Board of Directors also approved the provision that shares formerly reserved for issuance under the Employee Stock Option Plan and, subject to shareholder approval described above, the Directors’ Stock Option Plan in excess of shares issuable pursuant to outstanding options, aggregating 704,715 shares, be reserved for issuance pursuant to the ESPP. |
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Restricted Stock |
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The following is a summary of restricted share activity for the three months ended September 30, 2014 and 2013: |
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| | 2014 | | | 2013 | | | | | | | | | | | | | | | | | | |
| | Number of | | | Weighted- | | | Number of | | | Weighted- | | | | | | | | | | | | | | | | | | |
Shares | Average | Shares | Average | | | | | | | | | | | | | | | | | |
| Grant Date | | Grant Date | | | | | | | | | | | | | | | | | |
| Fair Value | | Fair Value | | | | | | | | | | | | | | | | | |
Outstanding at beginning of period | | | 13,333 | | | $ | 1.73 | | | | 32,500 | | | $ | 1.73 | | | | | | | | | | | | | | | | | | |
Granted | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | | | | | | | | |
Vested | | | (6,667 | ) | | | 1.73 | | | | (9,166 | ) | | | 1.73 | | | | | | | | | | | | | | | | | | |
Forfeited | | | — | | | | — | | | | (5,000 | ) | | | 1.73 | | | | | | | | | | | | | | | | | | |
Outstanding at end of period | | | 6,666 | | | $ | 1.73 | | | | 18,334 | | | $ | 1.73 | | | | | | | | | | | | | | | | | | |
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As of September 30, 2014, there was $8,000 in unrecognized compensation cost related to non-vested outstanding restricted shares. The unrecognized expense is anticipated to be amortized over the next 11.5 months. |