XML 81 R22.htm IDEA: XBRL DOCUMENT v2.4.0.8
Note 15 - Stockholders' Equity
12 Months Ended
Dec. 31, 2013
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]
15.
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.

Treasury and Forfeited Shares

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 2013 or 2012.

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.  There were no forfeitures in 2012 and during 2013 there were 8,944 shares forfeited. Such stock was held as treasury stock and canceled during the year.  At December 31, 2013 and 2012, there was no treasury stock held by the Company.

Upon the vesting of unvested common stock (or restricted stock) the Company may withhold shares, based on the employee’s election, in order to satisfy federal tax withholdings. The shares held by the Company are considered constructively retired and are retired shortly after withholding. The Company then remits the withholding taxes required by the taxing agencies. During 2013, there were 6,652 shares withheld for tax purposes and retired.

Stock-based Compensation 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 is in effect until May 2021 as a result of a May 2011 amendment to extend its term for an additional ten years. The 2001 Plan provides for the issuance of stock awards for up to 1,000,000 shares of the Company’s common stock. The Compensation Committee may reward employees and non-employees with various types of awards including but not limited to warrants, stock options, common stock, and unvested common stock (or restricted stock) vesting on service or performance criteria.

At December 31, 2013 there were 131,251 shares of common stock available under the 2001 Plan. The 2001 Plan has 123,751 shares available for issuance pursuant to future stock option and share grants and an additional 7,500 shares authorized for issuance to satisfy the future exercise of previously awarded stock options.

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.

Common Stock Awards

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

   
Years Ended December 31,
 
   
2013
   
2012
   
2011
 
Shares awarded to each non-employee director
    4,975       5,155       3,418  
Total shares awarded
    34,825       30,930       20,508  
Average grant-date market price per share
  $ 10.06     $ 9.70     $ 14.46  
Total compensation cost attributable to shares awarded
  $ 350,000     $ 300,000     $ 297,000  
Compensation cost recognized related to current and prior year awards
  $ 333,499     $ 283,333     $ 194,667  

In 2013, 2012 and 2011, several key employees were granted an aggregate total of 25,207, 149,704 and 25,815 shares of unvested common stock, respectively, with a market value of $9.30, $9.70 and $12.67 per share, respectively, resulting in compensation expense of $234,000, $1.5 million and $327,000, respectively, to be recognized ratably over the five-year restriction periods.

In 2013, the Company issued 100,000 shares of unvested common stock to the Company’s CEO.  These shares will vest on March 31, 2018 subject to the satisfaction of a performance condition.  In order to recognize this compensation expense, the Company must assess, at each reporting period, whether it is probable that the performance condition will be met.  These shares must also be re-valued at each reporting period until they vest.  At December 31, 2013, the Company assessed that it would not be probable that the performance condition would be met and reversed the entire previously recorded compensation expense of $223,000.

At December 31, 2013, total unrecognized compensation cost related to unvested common stock was $1.1 million.  This cost is expected to be recognized over a weighted average period of 1.6 years.  Pre-tax compensation expense for stock options and restricted stock grants was $809,000 (with no tax benefit due to tax valuation allowance), $694,000 ($451,000 after tax benefit of 35.0%) and $503,000 ($327,000 after tax benefit of 35.0%), in 2013, 2012 and 2011, respectively.  Proceeds received by the Company from the exercise of options in 2013, 2012 and 2011 were $26,000, $66,000 and $43,000, respectively. In 2013, the Company also awarded common stock of $119,000 which had no service or performance vesting requirements which was treated as compensation expense in 2013.

Stock Option Awards

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, 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  
Exercised
    (8,500 )     3.08  
Expired/forfeited
    (6,200 )     3.07  
Outstanding at December 31, 2013
    7,500       3.10  

The following table summarizes information about stock options outstanding and exercisable at December 31, 2013:

   
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
$
3.10
 
7,500
 
0.61
 
$
3.10
 
7,500
 
$
3.10
 

   
Number of
Shares
   
Aggregate
Intrinsic Value
 
Total outstanding and vested in-the-money options at December 31, 2013
    7,500     $ 53,879  
Total options exercised during 2013
    8,500     $ 56,600  

For unexercised options, aggregate intrinsic value represents the total pretax intrinsic value (the difference between the Company’s closing stock price on December 31, 2013 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, 2013.  For options exercised during 2013, aggregate intrinsic value represents the total pre-tax intrinsic value based on the Company’s closing stock price on the day of exercise.

At December 31, 2013, 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, 2013.

   
Warrants Exercised
 
   
Shares
   
Company’s
Proceeds
from
Exercise
   
Year-End
Warrant
Share
Balance
 
Warrants exercised in 2011
    75,431     $ 113,147       -  
Warrants exercised in 2012 and 2013
    -     $ -       -