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STOCK COMPENSATION PLAN
12 Months Ended
Sep. 30, 2021
Share-based Payment Arrangement [Abstract]  
STOCK COMPENSATION PLAN

NOTE 9 - STOCK COMPENSATION PLAN

 

At our Annual Meeting held on May 18, 2017, our common shareholders approved our Amended and Restated 2007 Incentive Award Plan (the Plan) which extended the term of our 2007 Incentive Award Plan for an additional 10 years, until March 13, 2027, added 1.6 million shares of common stock to the share reserve, expanded the types of awards available for grant under the Plan and made other improvements to the 2007 Plan.

 

The Compensation Committee, in its capacity as Plan Administrator, shall determine, among other things: the recipients of awards; the type and number of awards participants will receive; the terms, conditions and forms of the awards; the times and conditions subject to which awards may be exercised or become vested, deliverable or exercisable, or as to which any restrictions may apply or lapse; and may amend or modify the terms and conditions of an award, except that repricing of options or Stock Appreciation Rights (SAR) is not permitted without shareholder approval.

 

No participant may receive awards during any calendar year covering more than 200,000 shares of common stock or more than $1.5 million in cash. Regular annual awards granted to non-employee directors as compensation for services as non-employee directors during any fiscal year may not exceed $100,000 in value on the date of grant, and the grant date value of any special or one-time award upon election or appointment to the Board of Directors may not exceed $200,000.

 

Awards granted pursuant to the Plan generally may not vest until the first anniversary of the date the award was granted, provided, however, that up to 5% of the Common Shares available under the Plan may be awarded to any one or more Eligible Individuals without the minimum vesting period.

 

If an award made under the Plan is forfeited, expires or is converted into shares of another entity in connection with a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or the award is settled in cash, the shares associated with the forfeited, expired, converted or settled award will become available for additional awards under the Plan.

 

 

The term of any stock option or SAR generally may not be more than 10 years from the date of grant. The exercise price per common share under the Plan generally may not be below 100% of the fair market value of a common share at the date of grant.

 

We account for our stock options and restricted stock in accordance with ASC 718-10, Compensation-Stock Compensation. ASC 718-10 requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period).

 

Stock Options

 

During fiscal 2021, one employee was granted options to purchase 65,000 shares. During fiscal 2020, one employee was granted options to purchase 65,000 shares. During fiscal 2019, thirteen employees were granted options to purchase 450,000 shares. The fair value of these options that were issued during the fiscal years 2021, 2020 and 2019 was $97,000, $81,000, and $528,000. The value of these options was determined based on the assumptions below and is being amortized over a one-year vesting period. For the fiscal years ended September 30, 2021, 2020 and 2019, amounts charged to compensation expense related to stock options totaled $93,000, $154,000 and $464,000, respectively. The remaining unamortized stock option expense was $24,000 as of September 30, 2021 which will be expensed in fiscal 2022.

 

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in fiscal 2021, 2020 and 2019:

 

   2021   2020   2019 
Dividend yield   4.37%   4.67%   5.03%
Expected volatility   20.17%   18.40%   17.17%
Risk-free interest rate   0.80%   1.76%   2.88%
Expected lives (years)   8    8    8 
Estimated forfeitures   0    0    0 

 

A summary of the status of our stock option plan as of September 30, 2021, 2020 and 2019 is as follows (shares in thousands):

 

       2021       2020       2019 
   2021
Shares
   Weighted
Average
Exercise
Price
   2020
Shares
   Weighted
Average
Exercise
Price
   2019
Shares
   Weighted
Average
Exercise
Price
 
                         
Outstanding at beginning of year   950   $13.17    1,080   $12.95    695   $12.17 
Granted   65    16.46    65    14.55    450    13.53 
Exercised   (189)   12.57    (95)   10.69    (65)   8.72 
Expired/Forfeited   0    0    (100)   13.97    0    0 
Outstanding at end of year   826    13.57    950    13.17    1,080    12.95 
                               
Exercisable at end of year   761         885         630      
                               
Weighted average fair value of                              
options granted during the year       $1.49        $1.24        $1.17 

 

 

The following is a summary of stock options outstanding as of September 30, 2021:

 

Date of Grant   Number of Grants  

Number of Shares

(in thousands)

   Option Price   Expiration Date
01/03/14    1    65   $8.94   01/03/22
01/05/15    1    65   $11.16   01/05/23
01/05/16    1    65   $10.37   01/05/24
12/09/16    6    113   $14.24   12/09/24
01/04/17    1    65   $15.04   01/04/25
01/03/18    1    65   $17.80   01/03/26
12/10/18    8    193   $13.64   12/10/26
01/10/19    1    65   $12.86   01/10/27
01/13/20    1    65   $14.55   01/13/28
01/13/21    1    65   $16.46   01/13/29
          826         

 

The aggregate intrinsic value of options outstanding as of September 30, 2021, 2020 and 2019 was $4.2 million, $1.1 million and $1.8 million, respectively. The intrinsic value of options exercised in fiscal years 2021, 2020 and 2019 was $651,000, $381,000, and $267,000, respectively. The weighted average remaining contractual term of the above options was 4.0, 4.5 and 5.1 years as of September 30, 2021, 2020 and 2019, respectively.

 

Unrestricted Stock

 

Effective September 12, 2017, a portion of our quarterly directors’ fee was paid with our unrestricted common stock. During fiscal 2021, 3,000 unrestricted shares of common stock were granted with a weighted average fair value on the grant date of $17.52 per share. During fiscal 2020, 5,000 unrestricted shares of common stock were granted with a weighted average fair value on the grant date of $13.44 per share. During fiscal 2019, 5,000 unrestricted shares of common stock were granted with a weighted average fair value on the grant date of $13.58 per share.

 

Restricted Stock

 

During fiscal 2021 and 2020, there were no shares of restricted stock awarded under our Plan. During fiscal 2019, we awarded 25,000 shares of restricted stock to one participant under our Plan. The grant date fair value of restricted stock grants awarded to participants was $0, $0 and $386,000 in fiscal 2021, 2020 and 2019, respectively. These grants vest in equal installments over five years. As of September 30, 2021, there remained a total of $234,000 of unrecognized restricted stock compensation related to outstanding non-vested restricted stock grants awarded under the Plan and outstanding at that date. Restricted stock compensation is expected to be expensed over a remaining weighted average period of 1.8 years. For the fiscal years ended September 30, 2021, 2020 and 2019, amounts charged to compensation expense related to restricted stock grants totaled $147,000, $235,000 and $258,000, respectively.

 

 

A summary of the status of our non-vested restricted stock awards as of September 30, 2021, 2020 and 2019 are presented below (shares in thousands):

 

       2021       2020       2019 
   2021
Shares
   Weighted Average
Grant Date
Fair Value
   2020
Shares
   Weighted Average
Grant Date
Fair Value
   2019
Shares
   Weighted Average
Grant Date
Fair Value
 
                         
Non-vested at beginning of year   46   $15.02    77   $13.94    78   $13.18 
Granted   0    0    0    0    25    15.45 
Dividend Reinvested Shares   1    18.14    4    12.89    5    13.11 
Vested   (21)   (17.01)   (35)   (14.37)   (31)   (14.33)
Forfeited   0    0    0    0    0    0 
Non-vested at end of year   26   $15.54    46   $15.02    77   $13.94 

 

As of September 30, 2021, there were 1.2 million shares available for grant under the Plan.