Note 14 - Stockholders' Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity Note Disclosure [Text Block]

14.	Stockholders’ Equity

Holders of common stock are entitled to one vote for each share on all matters voted upon by the stockholders, including the election of directors, and do not have cumulative voting rights. Subject to the rights of holders of any then outstanding shares of preferred stock, common stockholders are entitled to receive ratably any dividends that may be declared by the Board of Directors out of funds legally available for that purpose. Holders of common stock are entitled to share ratably in net assets upon any dissolution or liquidation after payment of provision for all liabilities and any preferential liquidation rights of our preferred stock then outstanding. Common stock shares are not subject to any redemption provisions and are not convertible into any other shares of capital stock. The rights, preferences and privileges of holders of common stock are subject to those of the holders of any shares of preferred stock that may be issued in the future.

The Board of Directors may authorize the issuance of one or more classes or series of preferred stock without stockholder approval and may establish the voting powers, designations, preferences and rights and restrictions of such shares. No preferred shares have been issued.

In October 2008, the Company announced a share-repurchase program to purchase up to $5 million in shares of common stock. In August 2010, the Company announced an increase to the share-repurchase program to purchase an additional $5 million in shares of common stock, for a total up to $10 million. The specific timing and amount of repurchase will vary based on market conditions, securities law limitations and other factors. During 2011, 286,000 shares were repurchased. There were no shares repurchases in 2012 or 2010.

The Company accounts for the repurchase of treasury shares under the cost method. When shares are repurchased, cash is paid and the treasury stock account is debited for the price paid. Under the cost method, retirement of treasury stock would result in a debit to the common stock account for the original par value, a debit to additional paid-in capital for the excess between the par value and the original sales price, a debit to retained earnings for any excess amounts paid above the original sales price and a credit to the treasury stock account for the price paid.

During 2011, one employee left the Company and forfeited 395 shares of restricted common stock. Such stock was held as treasury stock and canceled during the year. At December 31, 2012 and 2011, there was no treasury stock held by the Company.

The total number of authorized shares of the Company’s common stock reserved as of December 31, 2012 for our stock-based compensation plans and warrants was 305,567.

Stock Options and Grants

The Company has a stock-based incentive plan that is administered by the Compensation Committee of the Board of Directors (the “2001 Plan”). The 2001 Plan provides for the issuance of stock awards for up to 1,000,000 shares of the Company’s common stock. In general, the plan provides for all stock option grants to be issued with a per-share exercise price equal to the fair market value of a share of common stock on the date of grant. The original terms of the grants typically do not exceed 10 years. Stock options generally vest over a three to five year period.

The Company’s and its subsidiaries’ directors, officers, employees, consultants and advisors are eligible to be granted awards under the 2001 plan.

At December 31, 2012 there were 283,367 shares of common stock available under the 2001 Plan for issuance pursuant to future stock option and share grants. No options are outstanding and no shares are or will be available for grant under the Company’s other option plans, all of which have been terminated. In May 2011, the 2001 Plan was amended to extend its term for an additional ten years.

The 2001 plan provides for restricted stock grants, and pursuant to non-employee director compensation arrangements, non-employee directors of the Company were awarded restricted stock with one-year vesting as follows:

	Years Ended December 31,
	2012		2011		2010
Shares awarded to each non-employee director		5,155		3,418		3,147
Total shares awarded		30,930		20,508		25,176
Average grant-date market price per share	$	9.70	$	14.46	$	15.89
Total compensation cost attributable to shares awarded	$	300,000	$	297,000	$	400,000
Compensation cost recognized related to current and prior year awards	$	283,333	$	194,667	$	283,333

In 2012, 2011 and 2010, several key employees were granted an aggregate total of 149,704, 25,815 and 10,714 shares of restricted stock, respectively, with a market value of $9.70, $12.67 and $15.89 per share, respectively, resulting in compensation expense of $1.5 million, $327,000 and $170,000, respectively, to be recognized ratably over the five-year restriction periods.

The following tables summarize the stock option activity under the 2001 Plan and previously active plans:

	2001 Plan
	Shares			Weighted Average Exercise Price
Outstanding at December 31, 2010		166,540		$	14.85
Exercised		(20,333	)		2.14
Expired/forfeited		(92,307	)		24.12
Outstanding at December 31, 2011		53,900			3.77
Exercised		(24,400	)		3.04
Expired/forfeited		(7,300	)		9.35
Outstanding at December 31, 2012		22,200			3.08

The following table summarizes information about stock options outstanding and exercisable at December 31, 2012:

		Options Outstanding				Options Exercisable
Range of Exercise Price per Share		Number of Shares	Weighted Average Remaining Contractual Life (Yrs.)	Weighted Average Exercise Price per Share		Number of Shares	Weighted Average Exercise Price per Share
$	3.05 – 3.10	22,200	1.30	$	3.08	22,200	$	3.08

	Number of Shares		Aggregate Intrinsic Value
Total outstanding and vested in-the-money options at December 31, 2012		22,200	$	148,441
Total options exercised during 2012		24,400	$	176,513

For unexercised options, aggregate intrinsic value represents the total pretax intrinsic value (the difference between the Company’s closing stock price on December 31, 2012 and the exercise price, multiplied by the number of in-the-money option shares) that would have been received by the option holders had all option holders exercised their options and sold them on December 31, 2012. For options exercised during 2012, aggregate intrinsic value represents the total pretax intrinsic value based on the Company’s closing stock price on the day of exercise.

At December 31, 2012, total unrecognized compensation cost related to restricted stock was $1.3 million. This cost is expected to be recognized over a weighted average period of 2.1 years. Pre-tax compensation expense for stock options and restricted stock grants was $694,000 ($451,000 after tax benefit of 35%), $503,000 ($327,000 after tax benefit of 35%), and $594,000 ($386,000 after tax benefit of 35.0%), in 2012, 2011 and 2010, respectively. Proceeds received by the Company from the exercise of options in 2012, 2011 and 2010 were $66,000, $43,000, and $692,000, respectively. At December 31, 2012, there was no unrecognized stock-based compensation expense related to stock options.

Warrants

Warrants attached to zero coupon notes were issued to certain members of management and to certain stockholders in 2001. These ten-year warrants to purchase shares of the Company’s common stock at $1.50 per share became exercisable 54 months from the July 2001 issue date, except that one warrant covering 322,661 shares by amendment became exercisable forty-two months from the issue date. These warrants were fully exercised prior to their 2011 expiration date. The following table shows the warrant shares outstanding and the proceeds that have been received by the Company from exercises during the three years ended December 31, 2012.

	Warrants Exercised
	Shares		Company’s Proceeds from Exercise		Year-End Warrant Share Balance
Warrants outstanding on January 1, 2010		314,412	$	33,330		334,046
Warrants exercised in 2010		238,981	$	358,471		75,431
Warrants exercised in 2011		75,431	$	113,147		--
Warrants exercised in 2012		--	$	--		--