SHARE-BASED COMPENSATION | NOTE 7. SHARE-BASED COMPENSATION Through 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 “Former Stock Option Plans”). There was no share-based compensation expense attributable to the Former Stock Option Plans for the three and nine months ended March 31, 2019 and 2018, as all outstanding options under the Former Stock Option Plans are fully vested. The Employee Stock Option Plan and Director’s Stock Option Plan were terminated in June 2015 and September 2014, respectively. In September 2016, our Board approved the establishment of the 2016 Equity Incentive Plan, which was approved by our shareholders at the November 29, 2016 Annual Meeting. The 2016 Equity Incentive Plan provides for the award of up to 1,500,000 shares of the Company’s common stock in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted shares, restricted stock units, performance awards, and other stock-based awards. As of March 31, 2019, 200,000 performance awards have been granted under the 2016 Equity Incentive Plan. Stock Options No options were granted during the three or nine months ended March 31, 2019 and 2018. As of March 31, 2019, there was no unrecognized compensation cost under the Former Stock Option Plans as all outstanding stock options are fully vested. As of March 31, 2019, the options had a weighted average contractual life of 2.3 years and an intrinsic value of $552,000. Following is a summary of stock option activity for the nine months ended March 31, 2019 and 2018: 2019 2018 Number of Shares Weighted-Average Number of Shares Weighted-Average Outstanding at July 1, 57,000 $ 1.88 57,000 $ 1.88 Options granted — — — — Options exercised (3,000 ) 2.14 — — Options forfeited — — — — Outstanding at end of period 54,000 $ 1.86 57,000 $ 1.88 Stock Options Exercisable at March 31, 54,000 $ 1.86 57,000 $ 1.88 Performance Awards In December 2017, the Compensation Committee of the Board of Directors granted 200,000 performance awards to our employees, which upon vesting will generally be paid in shares of our common stock. Whether any performance awards vest, and the amount that does vest, is tied to the completion of service periods that range from 7 months to 9.5 years at inception and the achievement of our common stock trading at certain pre-determined prices. The weighted average fair value of the performance awards granted was $4.46, calculated using the weighted average fair market value for each award, using a Monte Carlo simulation. On July 1, 2018, it was determined by the Compensation Committee of our Board of Directors that the first of five tranches of 40,000 performance awards had been achieved and participants were awarded an aggregate of 40,000 shares of common stock. Each participant elected a net issuance to cover their individual withholding taxes and therefore we issued 24,727 shares of common stock and paid $101,000 of participant-related payroll tax liabilities. Employee Stock Purchase Plan In September 2014, our Board approved the establishment of an Employee Stock Purchase Plan (the “ESPP”), which was approved by our shareholders at the December 3, 2014 Annual Meeting. 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 Former Stock Option Plans in excess of shares issuable pursuant to outstanding options under those plans, aggregating 704,715 shares, be reserved for issuance pursuant to the ESPP. During the three months ended March 31, 2019 and 2018, we recorded share-based compensation expense in the amount of $2,000 and $4,000, respectively and 923 and 3,634 shares were purchased, respectively, and allocated to employees based upon their contributions at prices of $12.96 and $5.93, respectively, per share. On a cumulative basis, since the inception of the ESPP plan, employees have purchased a total of 18,866 shares. During the nine months ended March 31, 2019 and 2018, we recorded share-based compensation expense in the amount of $4,000 and $7,000, respectively, relating to the ESPP. |