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Shareholders' Equity
12 Months Ended
Jan. 31, 2012
Shareholders' Equity [Abstract]  
Shareholders' Equity

Note 7—Shareholders' Equity

Common Stock: During fiscal 2012, the Company did not repurchase any shares of its common stock. The Company repurchased 138,200 shares of its common stock for $975,682 in fiscal 2011. As of January 31, 2012, the Company's Board of Directors has authorized the purchase of up to an additional 500,000 shares Company's common stock on the open market.

During fiscal 2012 and 2011, certain of the Company's employees delivered a total of 139,895 and 132,475 shares respectively, of the Company's common stock to satisfy the exercise price for stock options exercised and related taxes. The shares delivered were valued at a total of $1,037,903 and $982,640 respectively and are included with the treasury stock in the accompanying consolidated balance sheet at January 31, 2012 and 2011. These transactions did not impact the number of shares authorized for repurchase under the Company's current repurchase program.

Astro-Med maintains the following benefit plans involving its common stock:

Stock Plans: As of January 31, 2012, Astro-Med has one equity incentive plan ("2007 Equity Incentive Plan") under which incentive stock options, non-qualified stock options, restricted stock and other equity-based awards may be granted to directors, officers and certain employees. To date, only options have been granted under this plan. Options granted to employees vest over four years. An aggregate of 1,000,000 shares were authorized for awards under the 2007 Equity Incentive Plan. The exercise price of each stock option will be established at the discretion of the Compensation Committee; however, any incentive stock options granted under the 2007 Equity Incentive Plan must be at an exercise price of not less than fair market value at the date of grant. The 2007 Equity Incentive Plan provides for an automatic annual grant of ten-year options to purchase 5,000 shares of stock to each non-employee director upon the adjournment of each shareholders' meeting. Each such option is exercisable at the fair market value as of the grant date and vests immediately prior to the next succeeding shareholders' meeting. During fiscal 2012 and 2011, 20,000 and 15,000 shares, respectively, were awarded each year to non-employee directors. At January 31, 2012, 683,444 shares were available for grant under the 2007 Equity Incentive Plan.

Summarized option data for all plans is as follows:

 

     Number
of Shares
    Option Price
Per Share
     Weighted Average
Option Price Per
Share
 

Options Outstanding, January 31, 2011

     1,219,183      $ 2.40–11.90       $ 7.03   

Options Granted

     55,000      $ 7.36–8.10       $ 7.91   

Options Exercised

     (289,417   $ 2.40–7.36       $ 2.85   

Options Expired

     (96,669   $ 3.14–11.90       $ 8.64   
  

 

 

   

 

 

    

 

 

 

Options Outstanding, January 31, 2012

     888,097      $  2.40–11.90       $ 8.27   
  

 

 

   

 

 

    

 

 

 

Options Exercisable, January 31, 2012

     737,839      $ 2.40–11.90       $ 8.43   

 

Set forth below is a summary of options outstanding at January 31, 2012:

 

Outstanding

     Exercisable  

Range of

Exercise prices

   Options      Weighted Average
Exercise Price
     Remaining
Contractual Life
     Options      Weighted Average
Exercise Price
 

$ 2.40 - 5.78

     52,885       $ 3.46         3         52,885       $ 3.46   

$ 6.22 - $9.59

     681,106       $ 7.92         5         530,848       $ 8.04   

$ 9.81 - $11.90

     154,106       $ 11.49         5         154,106       $ 11.47   
  

 

 

          

 

 

    
     888,097               737,839      
  

 

 

          

 

 

    

The fair value of each stock option granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

 

     Years Ended January 31,
     2012    2011

Risk-free interest rate

   0.94%–2.00%    2.11%–2.42%

Expected life (years)

   5    5

Expected volatility

   39.07%–39.43%    40.66%–41.46%

Expected dividend yield

   3.50%–3.89%    3.35%–3.67%

The weighted average fair value of options granted during fiscal 2012 and 2011 was $2.02 and $2.11, respectively. As of January 31, 2012, there was $183,841 of unrecognized compensation expense related to the unvested stock options granted under the plans. The expense is to be recognized over a weighted average of two years. Share-based compensation expense has been recognized as follows:

 

     Years Ended January 31,  
     2012      2011  

Cost of Sales

   $ 35,749       $ 60,457   

Operating Expenses

     172,135         272,783   
  

 

 

    

 

 

 

Total

   $ 207,884       $ 333,240   
  

 

 

    

 

 

 

As of January 31, 2012, the aggregate intrinsic value (the aggregate difference between the closing stock price of the Company's common stock on January 31, 2012, and the exercise price of the outstanding options) that would have been received by the option holders if all options had been exercised was $447,710 for all exercisable options and $547,874 for all options outstanding. The weighted average remaining contractual terms for these options are 4.0 years for options that are exercisable and 4.7 years for all options outstanding. The total aggregate intrinsic value of options exercised during fiscal 2012 and 2011 was $1,320,485 and $1,094,579, respectively.

Employee Stock Purchase Plan (ESPP): Astro-Med's ESPP allows eligible employees to purchase shares of common stock at a 15% discount from fair market value on the date of purchase. A total of 247,500 shares were initially reserved for issuance under this plan. Summarized plan activity is as follows:

 

     Years Ended January 31,  
             2012                     2011          

Shares reserved, beginning

     77,008        84,518   

Shares purchased

     (6,801     (7,510
  

 

 

   

 

 

 

Shares reserved, ending

     70,207        77,008   
  

 

 

   

 

 

 

 

Employee Stock Ownership Plan: Astro-Med has an Employee Stock Ownership Plan (ESOP) providing retirement benefits to all eligible employees. Annual contributions in amounts determined by the Company's Board of Directors are invested by the ESOP's Trustees in shares of common stock of Astro-Med. Contributions may be in cash or stock. Astro-Med's contributions (paid or accrued) amounted to $100,000 and $80,000 in fiscal 2012 and 2011, respectively which were recorded as compensation expense. All shares owned by the ESOP have been allocated to participants.

During the first quarter of fiscal 2011, the Company purchased approximately 200,000 stock options held by certain key executives. The options had an exercise price of $5.45 and were due to expire on March 20, 2010. The purchase price paid by the Company for the options was approximately $250,000, representing the closing price for the Astro-Med's common stock on March 3, 2010, less a 10% discount and the exercise price for each of the options. The original underlying stock options were granted during fiscal 2000 and there was no unrecognized compensation expense associated with the options. This transaction was charged to equity. The cash settlement of these options during the prior year was a one-time event, as the Company has not historically settled any options for cash and has no plans to do so again in the future.