Stock Options

9 Months Ended

Mar. 31, 2015

Stock Options

NOTE 7 - Stock Options

The Company follows ASC 718 (“Share-Based Payment”), which requires that all share based payments to employees, including stock options, be recognized as compensation expense in the consolidated financial statements based on their fair values and over the requisite service period.  For the three months ended March 31, 2015 and 2014, the Company recorded non-cash compensation expense of $0 ($.00 per basic and diluted share) and $10,000 ($.00 per basic and diluted share), respectively, relating to stock-based compensation. For the nine months ended March 31, 2015 and 2014, the Company recorded non-cash compensation expense of $101,000 ($.01 per basic and diluted share) and $17,000 ($.00 per basic and diluted share), respectively, relating to stock-based compensation.

2012 Employee Stock Option Plan

In December 2012, the stockholders approved the 2012 Employee Stock Option Plan (the 2012 Employee Plan). The 2012 Employee Plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 950,000 shares of the Company's common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options, which are intended to qualify as incentive stock options (ISOs), to valued employees. Any plan participant who is granted ISOs and possesses more than 10% of the voting rights of the Company's outstanding common stock must be granted an option with a price of at least 110% of the fair market value on the date of grant.

Under the 2012 Employee Plan, stock options may be granted to valued employees with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable, in whole or in part, at 20% per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At March 31, 2015, 112,500 stock options were granted, 27,500 stock options were exercisable and 837,500 stock options were available for grant under this plan.

The fair value of each option granted during fiscal 2015 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

Risk-free interest rates	2.3	%
Expected lives	10 years
Expected volatility	54	%
Expected dividend yields	0	%

The following table reflects activity under the 2012 Plan for the nine months ended March 31,:

	2015				2014
	Options		Weighted average exercise price		Options		Weighted average exercise price
Outstanding, beginning of year		78,500	$	5.73		—	$	—
Granted		44,000		4.43		78,500		5.73
Terminated/Lapsed		(10,000)		4.88		—		—
Exercised		—		—		—		—
Outstanding, end of period		112,500	$	5.30		78,500	$	5.73
Exercisable, end of period		27,500	$	5.26		15,700	$	5.73
Weighted average fair value at grant date of options granted	$	2.82			$	3.84
Total intrinsic value of options exercised		n/a				n/a
Total intrinsic value of options outstanding	$	78,000			$	85,000
Total intrinsic value of options exercisable	$	19,000			$	17,000

The following table summarizes information about stock options outstanding under the 2012 Employee Plan at March 31, 2015:

	Options outstanding						Options exercisable
Range of exercise prices	Number outstanding		Weighted average remaining contractual life		Weighted average exercise price		Number exercisable		Weighted average exercise price
$ 4.88 - $ 6.31		112,500		9.0	$	5.30		27,500	$	5.26
		112,500		9.0	$	5.30		27,500	$	5.26

As of March 31, 2015, there was $260,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012 Employee Plan. No options were granted during the three months ended March 31, 2015. 44,000 options were granted during the nine months ended March 31, 2015. The total fair value of the options vesting during the three months ended March 31, 2015 and 2014 under this plan was $0. The total fair value of the options vesting during the nine months ended March 31, 2015 and 2014 under this plan was $41,000 and $60,000, respectively.

2012 Non-Employee Stock Option Plan

In December 2012, the stockholders approved the 2012 Non-Employee Stock Option Plan (the 2012 Non-Employee Plan). This plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 50,000 shares of the Company's common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.

Under the 2012 Non-Employee Plan, stock options may be granted with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable in whole or in part at 20% per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At March 31, 2015, 35,000 stock options were granted, 12,000 stock options were exercisable and 15,000 stock options were available for grant under this plan.

The fair value of each option granted during fiscal 2015 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

Risk-free interest rates	2.3	%
Expected lives	10 years
Expected volatility	54	%
Expected dividend yields	0	%

The following table reflects activity under the 2012 Non-Employee Plan for the nine months ended March 31,:

	2015				2014
	Options		Weighted average exercise price		Options		Weighted average exercise price
Outstanding, beginning of year		25,000	$	4.88		—	$	—
Granted		10,000		4.37		25,000		4.88
Terminated/Lapsed		—		—		—		—
Exercised		—		—		—		—
Outstanding, end of period		35,000	$	4.73		25,000	$	4.88
Exercisable, end of period		12,000	$	4.80		5,000	$	4.88
Weighted average fair value at grant date of options granted	$	2.86			$	3.30
Total intrinsic value of options exercised		n/a				n/a
Total intrinsic value of options outstanding	$	37,000			$	48,000
Total intrinsic value of options exercisable	$	12,000			$	10,000

The following table summarizes information about stock options outstanding under the 2012 Non-Employee Plan at March 31, 2015:

	Options outstanding						Options exercisable
Range of exercise prices	Number outstanding		Weighted average remaining contractual life		Weighted average exercise price		Number exercisable		Weighted average exercise price
$4.37 - $ 4.88		35,000		8.8	$	4.73		12,000	$	4.80
		35,000		8.8	$	4.73		12,000	$	4.80

As of March 31, 2015, there was $72,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012 Non-Employee Plan. No options were granted during the three months ended March 31, 2015. 10,000 options were granted during the nine months ended March 31, 2014. The total fair value of the options vesting during the three months ended March 31, 2015 and 2014 under this plan was $0. The total fair value of the options vesting during the nine months ended March 31, 2015 and 2014 under this plan was $6,000 and $22,000, respectively.

2002 Employee Stock Option Plan

In December 2002, the stockholders approved the 2002 Employee Stock Option Plan (the 2002 Employee Plan). This plan expired in October 2012. This plan authorized the granting of awards, the exercise of which would allow up to an aggregate of 1,836,000 shares of the Company's common stock to be acquired by the holders of such awards. Under this plan, the Company may have granted stock options, which were intended to qualify as incentive stock options (ISOs), to key employees. Any plan participant who was granted ISOs and possessed more than 10% of the voting rights of the Company's outstanding common stock must have been granted an option with a price of at least 110% of the fair market value on the date of grant.

Under the 2002 Employee Plan, stock options have been granted to key employees with a term of 10 years at an exercise price equal to the fair market value on the date of grant and are exercisable in whole or in part at 20% per year from the date of grant. At March 31, 2015, 1,471,480 stock options had been granted, 264,750 stock options were exercisable and no further stock options were available for grant under this plan after the plans expiration in October 2012.

The following table reflects activity under the 2002 Employee plan for the nine months ended March 31,:

	2015				2014
	Options		Weighted average exercise price		Options		Weighted average exercise price
Outstanding, beginning of year		265,750	$	6.51		651,140	$	4.18
Granted		--		--		--		--
Terminated/Lapsed		(57,250)		5.24		(47,790)		1.74
Exercised		--		--		(337,600)		2.70
Outstanding, end of period		208,500	$	6.86		265,750	$	6.07
Exercisable, end of period		208,000	$	6.86		265,750	$	6.07
Weighted average fair value at grant date of options granted		n/a				n/a
Total intrinsic value of options exercised		n/a			$	1,399,000
Total intrinsic value of options outstanding	$	10,000			$	244,000
Total intrinsic value of options exercisable	$	10,000			$	244,000

0 and 337,600 stock options were exercised during the nine months ended March 31, 2015 and 2014, respectively. 324,100 of the 337,600 stock options exercised during the nine months ended March 31, 2014 were settled by exchanging 164,859 shares of the Company’s common stock of which 85,170 was retired upon receipt. Cash received from option exercises was $0 and $25,650 for the nine months ended March 31, 2015 and 2014, respectively, and the actual tax benefit realized for the tax deductions from option exercises was $0 for each of these periods.

The following table summarizes information about stock options outstanding under the 2002 Employee Plan at March 31, 2015:

	Options outstanding and exercisable
Range of exercise prices	Number outstanding		Weighted average remaining contractual life	Weighted average exercise price
$ 5.22 - $ 6.62		227,250	1.4	$	5.75
$11.16		37,500	1.0		11.16
		264,750	1.3	$	6.51