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). The Employee Stock Option Plan and Directors Stock Option Plan were terminated in June 2014 and December 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 our 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 December 31, 2019, we have granted performance awards under the 2016 Equity Incentive Plan for up to 200,000 shares of our common stock, of which 40,000 shares have vested as further described below under the heading Performance Awards. Stock Options No options were granted during the three or six months ended December 31, 2019 and 2018. As of December 31, 2019, there was no unrecognized compensation cost under the Former Stock Option Plans, as all outstanding stock options are fully vested. As of December 31, 2019, the options outstanding had a weighted average remaining contractual life of 1.5 years and an intrinsic value of $847,000. Following is a summary of stock option activity for the six months ended December 31, 2019 and 2018: 2019 2018 Number of Shares Weighted-Average Number of Shares Weighted-Average Outstanding at July 1, 54,000 $ 1.86 57,000 $ 1.88 Options granted Options exercised (3,000 ) 2.14 Options forfeited Outstanding at end of period 54,000 $ 1.86 54,000 $ 1.86 Stock Options Exercisable at December 31, 54,000 $ 1.86 54,000 $ 1.86 Performance Awards In December 2017, the Compensation Committee of the Board of Directors granted performance awards to our employees, for an aggregate of up to 200,000 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 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. We recorded share-based compensation expense of $8,000 for each of the three months ended December 31, 2019 and 2018, and $16,000 for each of the six months ended December 31, 2019 and 2018, related to these performance awards. On December 31, 2019, there was approximately $50,000 of unrecognized compensation cost related to these non-vested performance awards expected to be expensed over the weighted-average period of 3.37 years. On July 1, 2018, it was determined by the Compensation Committee of our Board of Directors that the first of five tranches of performance awards had been achieved and participants were awarded 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 December 31, 2019 and 2018, we did not record any share-based compensation expense relating to the ESPP, due to the fact that no six-month offering period ended during either quarter. During the six months ended December 31, 2019 and 2018, 1,292 and 1,820 shares of our common stock were purchased under the ESPP, respectively, and allocated to employees based upon their contributions at prices of $11.76 and $5.51, respectively, per share. On a cumulative basis, since the inception of the ESPP, employees have purchased a total of 20,158 shares of our common stock. During the six months ended December 31, 2019 and 2018, we recorded share-based compensation expense in the amount of $3,000 and $2,000, respectively, relating to the ESPP. |