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Restricted Stock Plan
12 Months Ended
Sep. 30, 2020
Restricted Stock Plan [Abstract]  
Restricted Stock Plan

10. RESTRICTED STOCK PLAN

In March 2010, stockholders approved the Company’s 2010 Restricted Stock Plan (“2010 Stock Plan”), which made available 200,000 shares of Common Stock to provide a long-term component to the Company’s total compensation package for its officers and to further align the interest of its officers with those of its stockholders. In March 2014, stockholders approved an amendment to increase the number of shares of common stock reserved for issuance under the 2010 Stock Plan from 200,000 shares to 500,000 shares and to allow the grant of shares of restricted stock to our directors. In March 2020, shareholders approved an amendment to increase the number of shares of common stock reserved for issuance under the 2010 Stock Plan to 750,000 shares. The 2010 Stock Plan, as amended, is designed to provide as much flexibility as possible for future grants of restricted stock so the Company can respond as necessary to provide competitive compensation in order to retain, attract and motivate officers of the Company and to align their interests with those of the Company’s stockholders.

In June 2010, the Company began awarding shares of the Company’s Common Stock as restricted stock (time-based) to certain officers. The restricted stock vests at the end of the vesting period and contains nonforfeitable rights to receive dividends and voting rights during the vesting period. The fair value of the shares was based on the closing price of the shares on their award date and will be recognized as compensation expense ratably over the vesting period. Upon vesting, shares are expected to be issued out of shares held in treasury.

In December 2010, the Company also began awarding shares of the Company’s Common Stock, subject to certain share price performance standards (market-based), as restricted stock to certain officers. Vesting of these shares is based on the performance of the market price of the Common Stock over the vesting period. The fair value of the performance shares was estimated on the grant date using a Monte Carlo valuation model that factors in information, including the expected price volatility, risk-free interest rate and the probable outcome of the market condition, over the expected life of the performance shares. Compensation expense for the performance shares is a fixed amount determined at the grant date and is recognized over the vesting period regardless of whether performance shares are awarded at the end of the vesting period. Should the awards vest, they are expected to be issued out of shares held in treasury.

In May 2014, the Company also began awarding shares of the Company’s Common Stock as restricted stock (time-based) to its non-employee directors. The restricted stock vests annually during the calendar year. The fair value of the shares was based on the closing price of the shares on their award date and will be recognized as compensation expense ratably over the vesting period. Upon vesting, shares are expected to be issued out of shares held in treasury.

Effective in May 2014, the Board adopted stock repurchase resolutions to allow management, at its discretion, to purchase the Company’s common stock as treasury shares up to an amount equal to the aggregate number of shares of common stock awarded pursuant to the Amended 2010 Restricted Stock Plan, contributed by the Company to its ESOP and credited to the accounts of directors pursuant to the Deferred Compensation Plan for Non-Employee Directors.

Effective in May 2018, the Board of directors approved an amendment to the Company’s existing stock repurchase program (the “Repurchase Program”). As amended, the Repurchase Program continues to allow the Company to repurchase up to $1.5 million of the Company’s common stock at management’s discretion. The Board added language to clarify that this is intended to be an evergreen program as the repurchase of an additional $1.5 million of the Company’s common stock is authorized and approved whenever the previous amount is utilized. In addition, the number of shares allowed to be purchased by the Company under the Repurchase Program is no longer capped at an amount equal to the aggregate number of shares of common stock (i) awarded pursuant to the Amended 2010 Stock Plan, (ii) contributed by the Company to its ESOP, and (iii) credited to the accounts of directors pursuant to the Deferred Compensation Plan for Non-Employee Directors.

On December 11, 2019, the Company awarded 10,038 time-based shares and 15,058 market-based shares of the Company’s common stock as restricted stock to certain officers. The restricted stock vests at the end of a three-year period and contains non-forfeitable rights to receive dividends and voting rights during the vesting period. The market-based shares that do not meet certain market performance criteria at a certain date are forfeited. The time-based and market-based shares had fair values on their award date of $122,062 and $160,401, respectively. The fair values for the time-based and the market-based awards will be recognized as compensation expense ratably over the vesting period. The fair value of the market-based shares on their award date is calculated by simulating the Company’s stock prices as compared to the S&P Oil & Gas Exploration & Production ETF (XOP) prices utilizing a Monte Carlo model covering the market performance period (December 11, 2019, through December 11, 2022).

On January 2, 2020, the Company awarded 22,300 time-based shares of the Company’s common stock as restricted stock to its non-employee directors. The restricted stock contains non-forfeitable rights to receive dividends and to vote the shares during the vesting period. The restricted stock vests on December 31, 2020. These time-based shares had a fair value on their award date of $246,640.

On January 16, 2020, upon naming a new Chief Executive Officer, the Company awarded 53,476 time-based shares and 21,988 market-based shares of the Company’s common stock as restricted stock, with the same vesting criteria as the December 11, 2019 awards discussed above. The time-based and market-based shares had fair values on their award date of $500,000 and $179,334, respectively. An additional 37,045 of performance-based shares were awarded to the Company’s officers at that time. Based on the performance criteria linked to return on capital employed it is probable none of these awards will vest, and they have no value as of September 30, 2020.

On March 9, 2020, upon naming a new Chief Financial Officer, the Company awarded 16,340 time-based shares, 2,534 market-based shares and 2,534 performance-based shares of the Company’s common stock as restricted stock, with the same vesting criteria as the December 11, 2019, and January 16, 2020, awards discussed above. The time-based and market-based shares had fair values on their award date of $72,550 and $9,814, respectively. Based on the performance criteria linked to return on capital employed it is probable none of the performance-based share awards will vest, and they have no value as of September 30, 2020.

Compensation expense for the restricted stock awards is recognized in G&A. Forfeitures of awards are recognized when they occur. The dilutive impact of all restricted stock plans is immaterial for all periods presented.

The following table summarizes the Company’s pre-tax compensation expense for the years ended September 30, 2020, 2019 and 2018, related to the Company’s market-based, time-based and performance-based restricted stock:

 

 

 

Year Ended September 30,

 

 

 

2020

 

 

2019

 

 

2018

 

Market-based, restricted stock

 

$

295,397

 

 

$

367,091

 

 

$

276,272

 

Time-based, restricted stock

 

 

448,500

 

 

 

404,706

 

 

 

379,142

 

Performance-based, restricted stock

 

 

-

 

 

 

-

 

 

 

-

 

Total compensation expense

 

$

743,897

 

 

$

771,797

 

 

$

655,414

 

 

A summary of the Company’s unrecognized compensation cost for its unvested market-based, time-based and performance-based restricted stock and the weighted-average periods over which the compensation cost is expected to be recognized are shown in the following table:

 

 

 

Unrecognized

Compensation

Cost

 

 

Weighted Average Period

(in years)

 

Market-based, restricted stock

 

$

67,653

 

 

 

1.83

 

Time-based, restricted stock

 

 

562,829

 

 

 

1.97

 

Performance-based, restricted stock

 

 

-

 

 

 

 

 

Total

 

$

630,482

 

 

 

 

 

 

Upon vesting, shares are expected to be issued out of shares held in treasury.

A summary of the status of, and changes in, unvested shares of restricted stock awards is presented below:

 

 

 

Market-Based

Unvested

Restricted

Awards

 

 

Weighted

Average

Grant-Date

Fair Value

 

 

Time-Based

Unvested

Restricted

Awards

 

 

Weighted

Average

Grant-Date

Fair Value

 

 

Performance-Based

Unvested

Restricted

Awards

 

 

Weighted

Average

Grant-Date

Fair Value

 

Unvested shares as of September 30,

   2017

 

 

99,090

 

 

$

11.33

 

 

 

24,997

 

 

$

19.41

 

 

 

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

Granted

 

 

29,099

 

 

 

11.34

 

 

 

19,918

 

 

 

20.77

 

 

 

-

 

 

 

-

 

Vested

 

 

(35,485

)

 

 

12.18

 

 

 

(16,248

)

 

 

19.34

 

 

 

-

 

 

 

-

 

Forfeited

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Unvested shares as of September 30,

   2018

 

 

92,704

 

 

$

11.00

 

 

 

28,667

 

 

$

20.40

 

 

 

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

43,287

 

 

 

8.24

 

 

 

27,978

 

 

 

15.61

 

 

 

-

 

 

 

-

 

Vested

 

 

-

 

 

 

-

 

 

 

(24,785

)

 

 

18.30

 

 

 

-

 

 

 

-

 

Forfeited

 

 

(89,321

)

 

 

10.08

 

 

 

(13,153

)

 

 

18.23

 

 

 

-

 

 

 

-

 

Unvested shares as of September 30,

   2019

 

 

46,670

 

 

$

10.21

 

 

 

18,707

 

 

$

17.54

 

 

 

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

39,579

 

 

 

8.83

 

 

 

102,154

 

 

 

9.21

 

 

 

39,579

 

 

 

-

 

Vested

 

 

-

 

 

 

-

 

 

 

(20,410

)

 

 

13.35

 

 

 

-

 

 

 

-

 

Forfeited

 

 

(24,779

)

 

 

11.34

 

 

 

(9,929

)

 

 

13.93

 

 

 

(4,765

)

 

 

-

 

Unvested shares as of September 30,

   2020

 

 

61,470

 

 

$

8.87

 

 

 

90,522

 

 

$

9.49

 

 

 

34,814

 

 

$

-

 

 

The intrinsic value of the vested shares in 2020 was $85,306.