STOCK-BASED COMPENSATION |
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STOCK-BASED COMPENSATION [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCK-BASED COMPENSATION |
On October 30, 2013, the board of directors of the Company adopted the
Company’s 2013 Non-Qualified Stock Option Plan (the “2013 Option Plan”) providing for options to purchase up to 100,000 shares of
common stock for issuance to directors, officers, employees of and consultants to the Company and its subsidiaries.
On May 12, 2017, the board of directors adopted the Company’s 2017 Plan
pursuant to which (i) incentive stock options, (ii) non-statutory stock options, (iii) restricted stock awards and (iv) stock appreciation rights with respect to up to 100,000 shares of the Company’s common stock may be granted to directors, officers, employees of and consultants to the Company.
On May 8, 2018, the board of directors of Janel adopted the Amended 2017
Plan. The provisions and terms of the Amended 2017 Plan are the same as those in the 2017 Plan, except that the Amended 2017 Plan removes the ability of Janel to award incentive stock options and removes the requirement for stockholder
approval of the 2017 Plan.
The Company uses the Black-Scholes option pricing model to estimate the fair
value of our share-based awards. In applying this model, we use the following assumptions:
The fair values of our employee option awards were estimated using the
assumptions below, which yielded the following weighted average grant date fair values for the periods presented:
The aggregate intrinsic value in the above table was calculated as the
difference between the closing price of the Company’s common stock at June 30, 2021 of $18.00 per share and the exercise price of
the stock options that had strike prices below such closing price.
As of June 30, 2021, there was approximately $40 of total unrecognized compensation expense related to the unvested employee stock options which is expected to be recognized over a weighted
average period of less than one year.
The aggregate intrinsic value in the above table was calculated as the
difference between the closing price of our common stock at September 30, 2020, of $9.00 per share and the exercise price of the
stock options that had strike prices below such closing price.
The compensation cost related to these options was approximately
$35 and $163 for the nine-month periods ended June 30, 2021 and 2020, respectively and was included in selling, general and administrative expense in the Company’s statements of
operations.
As of June 30, 2021, there was no unrecognized compensation expense related to the vested stock options.
Liability classified share-based awards
During the nine months ended June 30, 2021, 6,948 options were granted and 7,000
options were exercised with respect to Indco’s common stock. The Company uses the Black-Scholes option
pricing model to estimate the fair value of Indco’s share-based awards. In applying this model, the Company used the following assumptions:
The aggregate intrinsic value in the above table was calculated as the
difference between the valuation price of Indco’s common stock at June 30, 2021 of $12.29 per share and the exercise price of the
stock options that had strike prices below such closing price.
The liability classified awards were measured at fair value at each
reporting date until the final measurement date, which was the date of completion of services required to earn the option. The accrued compensation cost related to these options was approximately $344 and $284 as of June 30, 2021 and September 30, 2020,
respectively, and is included in other liabilities in the condensed consolidated financial statement. The compensation cost related to these options was approximately $50 and $54 for the nine-month periods ended June 30, 2021 and 2020,
respectively and was included in selling, general and administrative expense in the Company’s statements of operations.
The cost associated with the options issued on each grant date is being recognized ratably over the period of service required to earn each tranche of options. Upon vesting, the options continue to be accounted for as a liability in
accordance with ASC 480-10-25-8 and are measured in accordance with ASC 480-10-35 at every reporting period until the options are settled.
Changes in the fair value of the vested options are recognized in earnings
in the condensed consolidated financial statements.
The options are classified as liabilities, and the underlying shares of
Indco’s common stock also contain put options which result in their classification as a mandatorily redeemable security. While their redemption does not occur on a fixed date, there is an unconditional obligation for the Company to repurchase
the shares upon death of the holder.
As of June 30, 2021, there was approximately $51 of total unrecognized compensation expense related to the unvested Indco stock options. This expense is expected to be recognized over a
weighted average period of less than one year.
During the nine months ended June 30, 2021, there were no shares of restricted stock granted. Under the Amended 2017 Plan, each grant of restricted stock vests over a three-year period, and the cost to the recipient is zero.
Restricted stock compensation expense, which is a non-cash item, is being recognized in the Company’s financial statements over the vesting period of each restricted stock grant.
As of June 30, 2021, there was no unrecognized compensation cost related to non-employee unvested restricted stock.
As of June 30, 2021, and September 30, 2020, included in accrued expenses
and other current liabilities was $306 which represents 35,000 shares of restricted stock that vested but were not issued.
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