Annual report pursuant to Section 13 and 15(d)

Note 6 - Capital Stock, Stock Plans, Warrants, and Stock Based Compensation

v3.6.0.2
Note 6 - Capital Stock, Stock Plans, Warrants, and Stock Based Compensation
12 Months Ended
Dec. 31, 2016
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
NOTE
6
CAPITAL STOCK, STOCK PLANS, WARRANTS, AND STOCK BASED COMPENSATION
 
Stock Option Plans
The Company adopted the
2003
Outside Directors Stock Plan (the
“2003
Plan”), which was approved by our stockholders at the Annual Meeting of Stockholders on
July
29,
2003.
Options granted under the
2003
Plan generally have a vesting period of
six
months from the date of grant and a term of
10
years, with an exercise price equal to the closing trade price on the date prior to grant date. The
2003
Plan also provides for the issuance to each outside director a number of shares of Common Stock in lieu of
65%
or
100%
(based on option elected by each director) of the fee payable to the eligible director for services rendered as a member of the Board of Directors (“Board”). The number of shares issued is determined at
75%
of the market value as defined in the plan. The
2003
Plan, as amended, also provides for the grant of an option to purchase up to
6,000
shares of Common Stock for each outside director upon initial election to the Board, and the grant of an option to purchase
2,400
shares of Common Stock upon each re-election. The number of shares of the Company’s Common Stock authorized under the
2003
Plan is
800,000,
pursuant to the
2003
Plan, as amended.
 
On
April
28,
2010,
the Company adopted the
2010
Stock Option Plan
(“2010
Plan”), which was approved by our stockholders at the Company’s Annual Meeting of Stockholders on
September
29,
2010.
The
2010
Plan authorizes an aggregate grant of
200,000
Non-Qualified Stock Options (“NQSOs”) and Incentive Stock Options (“ISOs”) to officers and employees of the Company for the purchase of up to
200,000
shares of the Company’s Common Stock. The term of each stock option granted shall be fixed by the Compensation and Stock Option Committee (“Compensation Committee”), but no stock options will be exercisable more than
ten
years after the grant date, or in the case of an incentive stock option granted to a
10%
stockholder,
five
years after the grant date. The exercise price of any ISO granted under the
2010
Plan to an individual who is not a
10%
stockholder at the time of the grant shall not be less than the fair market value of the shares at the time of the grant, and the exercise price of any incentive stock option granted to a
10%
stockholder shall not be less than
110%
of the fair market value at the time of grant. The exercise price of any NQSOs granted under the plan shall not be less than the fair market value of the shares at the time of grant.
 
No
employees exercised options during
2016
and
2015.
During
2015,
the Company issued a total of
3,423
shares of our Common Stock upon exercise of
3,423
NQSOs by an outside director from the
2003
Plan, at an exercise price of
$2.79
per share which resulted in total proceeds of approximately
$10,000.
 
The summary of the Company’s total plans as of
December
31,
2016
and
2015,
and changes during the period then ended are presented as follows:
 
   
Shares
   
Weighted
Average
Exercise
Price
   
Weighted
Average
Remaining
Contractual
Term
(years)
   
Aggregate
Intrinsic
Value
(2)
 
Options outstanding January 1, 2016
   
218,200
    $
7.65
     
 
     
 
 
Granted
   
62,000
     
4.09
     
 
     
 
 
Exercised
 
   
                 
Forfeited/expired
   
(33,000
)    
8.14
     
 
     
 
 
Options outstanding end of period
(1)
   
247,200
    $
6.69
     
4.3
    $
20,940
 
Options exercisable at December 31, 2016
(1)
   
181,867
    $
7.61
     
3.7
    $
20,940
 
Options vested and expected to be vested at December 31, 2016
   
239,750
    $
6.78
     
4.3
    $
20,940
 
 
 
   
Shares
   
Weighted
Average
Exercise
Price
   
Weighted
Average
Remaining
Contractual
Term
(years)
   
Aggregate
Intrinsic
Value
(2)
 
Options outstanding January 1, 2015
   
239,023
    $
7.81
     
 
     
 
 
Granted
   
12,000
     
4.19
     
 
     
 
 
Exercised
   
(3,423
)    
2.79
     
 
    $
4,298
 
Forfeited/expired
   
(29,400
)    
8.13
     
 
     
 
 
Options outstanding end of period
(1)
   
218,200
    $
7.65
     
4.8
    $
14,676
 
Options exercisable at December 31, 2015
(1)
   
169,533
    $
8.47
     
4.5
    $
14,676
 
Options vested and expected to be vested at December 31, 2015
   
212,333
    $
7.72
     
4.8
    $
14,676
 
 
(1)
Options with exercise prices ranging from
$2.79
to
$14.75
(2)
The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise 
price of the option.
 
The summary of the Company’s nonvested options as of
December
31,
2016
and changes during the period then ended are presented as follows:
 
   
Shares
   
Weighted
 
Average
Grant-Date
Fair Value
 
Non-vested options January 1, 2016
   
48,667
    $
2.87
 
Granted
   
62,000
     
2.19
 
Vested
   
(30,334
)    
2.87
 
Forfeited
   
(15,000
)    
2.88
 
Non-vested options at December 31, 2016
   
65,333
    $
2.23
 
 
Capital Stock Issued for Services
The Company issued a total of
55,793
and
71,324
shares of our Common Stock in
2016
and
2015,
respectively, under our
2003
Plan to our outside directors as compensation for serving on our Board. As a member of the Board, each director elects to receive either
65%
or
100%
of the director’s fee in shares of our Common Stock. The number of shares received is calculated based on
75%
of the fair market value of our Common Stock determined on the business day immediately preceding the date that the quarterly fee is due. The balance of each director’s fee, if any, is payable in cash. The Company recorded approximately
$233,000
and
$269,000
in compensation expense for the
twelve
months ended
December
31,
2016
and
2015,
respectively, for the portion of director fees earned in the Company’s Common Stock.
 
Preferred Share Rights Plan
In
May
2008,
the Company adopted a preferred share rights plan (the “Rights Plan”), designed to ensure that all of our stockholders receive fair and equal treatment in the event of a proposed takeover or abusive
tender
offer.
 
In general, under the terms of the Rights Plan, subject to certain limited exceptions, if a person or group acquires
20%
or more of our Common Stock or a
tender
offer or exchange offer for
20%
or more of our Common Stock is announced or commenced, our other stockholders
may
receive upon exercise of the rights (the “Rights”) issued under the Rights Plan the number of shares our Common Stock or of
one
-
one
hundredths of a share of our Series A Junior Participating Preferred Stock, par value
$.001
per share, having a value equal to
two
times the purchase price of the Right. In addition, if the Company is acquired in a merger or other business combination transaction in which we are not the survivor or more than
50%
of our assets or earning power is sold or transferred, then each holder of a Right (other than the acquirer) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to
two
times the purchase price of the Right. The initial purchase price of each Right was
$13.00,
subject to adjustment as defined in plan.
 
The Rights will cause substantial dilution to a person or group that attempts to acquire us on terms not approved by our board of directors. The Rights
may
be redeemed by us at
$0.001
per Right at any time before any person or group acquires
20%
or more of our outstanding Common Stock. The Rights expire on
May
2,
2018.
 
 
Warrants
and Capital Stock Issuance for Debt
As of
December
31,
2016,
the Company has
no
Warrant outstanding. On
August
2,
2016,
the Company issued an aggregate of
70,000
shares of the Company Common Stock resulting from the exercise of
two
Warrants, at an exercise price of
$2.23,
issued to
two
lenders in connection with a
$3,000,000
loan dated
August
2,
2013
received by the Company (See Note
10
– “Long-Term Debt – Promissory Note” for further information on the exercise of the Warrants and the loan).
 
Shares Reserved
At
December
31,
2016,
the Company has reserved approximately
247,200
shares of Common Stock for future issuance under all of the option arrangements.
 
Stock Based Compensation
As discussed above, the Company has certain stock option plans which it awards NQSOs and ISOs to employees, officers, and outside directors. Stock options granted to employees generally have a
six
year contractual term with
one
-
third
yearly vesting over a
three
year period. Stock options granted to outside directors generally have a
ten
year contractual term with vesting period of
six
months.
 
On
May
15,
2016,
the Company granted
50,000
ISOs from the Company’s
2010
Stock Option Plan to our newly named Executive Vice President (“EVP”). The ISOs granted were for a contractual term of
six
years with
one
-
third
vesting annually over a
three
year period. The exercise price of the ISOs was
$3.97
per share, which was equal to the fair market value of the Company’s Common Stock on the date of grant.
 
On
July
28,
2016,
the Company granted an aggregate of
12,000
NQSOs from the Company’s
2003
Plan to
five
of the
seven
re-elected directors at our Annual Meeting of Stockholders held on
July
28,
2016.
Two of the directors are not eligible to receive options under the
2003
Plan as they are employees of the Company or its subsidiaries. The NQSOs granted were for a contractual term of
ten
years with a vesting period of
six
months. The exercise price of the NQSOs was
$4.60
per share, which was equal to the Company’s closing stock price the day preceding the grant date, pursuant to the
2003
Plan.
 
The Company estimates fair value of stock options using the Black-Scholes valuation model. Assumptions used to estimate the fair value of stock options granted include the exercise price of the award, the expected term, the expected volatility of the Company’s stock over the option’s expected term, the risk-free interest rate over the option’s expected term, and the expected annual dividend yield. The fair value of the options granted during
2016
and
2015
and the related assumptions used in the Black-Scholes option model used to value the options granted were as follows (No options were granted to employees during
2015):
 
 
   
Employee Stock Option Granted
May 15, 2016
 
Weighted-average fair value per share
   $
2.00
 
Risk -free interest rate
(1)
   
1.27%
 
Expected volatility of stock
(2)
   
53.12%
 
Dividend yield
   
None
 
Expected option life
(3)
(in years)
   
6.0
 
 
 
   
Outside Director Stock Options Granted
 
   
July 28, 2016
   
September 17, 2015
 
Weighted-average fair value per share
  $
3.0
    $
2.84
 
Risk -free interest rate
(1)
   
1.52%
     
2.21%
 
Expected volatility of stock
(2)
   
55.99%
     
57.98%
 
Dividend yield
   
None
   
 
None
 
Expected option life
(3)
(in years)
   
10.0
     
10.0
 
 
 
(1)
The risk-free interest rate is based on the U.S. Treasury yield in effect at the grant date over the expected term of the option.
 
(2)
The expected volatility is based on historical volatility from our traded Common Stock over the expected term of the option.
 
(3
)
The expected option life is based on historical exercises and post-vesting data.
 
The following table summarizes stock-based compensation recognized for fiscal years
2016
and
2015.
 
   
Year Ended
 
   
2016
   
2015
 
Employee Stock Options
  $
53,000
    $
53,000
 
Director Stock Options
   
45,000
     
39,000
 
Total
  $
98,000
    $
92,000
 
 
As of
December
31,
2016,
the Company has approximately
$74,000
of total unrecognized compensation cost related to unvested options, of which
$43,000
is expected to be recognized in
2017,
$30,000
in
2018,
with the remaining
$1,000
in
2019.