Stock Option

9 Months Ended

Mar. 31, 2023

Stock Option

Stock Option

NOTE 9 - Stock Option

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, 2023 and 2022, the Company recorded non-cash compensation expense of $322,000 ($0.01 per basic and diluted share) and $35,000 ($0.00 per basic and diluted share), respectively, relating to stock-based compensation. For the nine months ended March 31, 2023 and 2022, the Company recorded non-cash compensation expense of

$1,134,000 ($0.03 per basic and diluted share) and $1,379,000 ($0.04 per basic and diluted share), respectively, relating to stock-based compensation.  

2022 Employee Stock Option Plan

The Company’s Board of Directors approved a new Employee Stock Option Plan (the 2022 Employee Plan) in August 2022. The 2022 Employee Plan was approved by the Company’s shareholders at the Company’s annual shareholder’s meeting in December 2022. The 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. The terms of the 2022 Plan are substantially the same as those of the 2012 Employee Stock Option Plan. The 2022 Plan is intended to replace the 2012 Employee Stock Option Plan, which expired in 2022. As of March 31, 2023, no options have been granted under the 2022  Employee Plan.

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 1,900,000 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”) or non-incentive stock options, 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 and a term of 10 years.

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, 2023, 522,580 stock options were outstanding, 236,652 stock options were exercisable and no further stock options were available for grant under this plan.

0 and 37,500 Options were granted during the three and nine months ended March 31, 2023. 0 and 338,000 Options were granted during the three and nine months ended March 31, 2022. No options may be granted under this plan after December 2022. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2023		2022
Risk-free interest rates	3.03	%	1.64	%
Expected lives	7.27 Years		6.18 Years
Expected volatility	43	%	43	%
Expected dividend yields	0	%	0	%

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

	2023				2022
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		523,080	$	18.59		214,080	$	9.59
Granted		37,500	$	26.94		338,000	$	23.17
Forfeited/Lapsed		—		—		—		—
Exercised		(38,000)	$	10.63		(29,000)	$	5.45
Outstanding, end of period		522,580	$	19.34		523,080	$	18.59
Exercisable, end of period		236,652	$	17.47		164,776	$	15.01
Weighted average fair value at grant date of options granted	$	13.36			$	12.16
Total intrinsic value of options exercised	$	787,000			$	502,000
Total intrinsic value of options outstanding	$	9,531,000			$	1,903,000
Total intrinsic value of options exercisable	$	4,760,000			$	1,085,000

30,800 and 38,000 stock options were exercised during the three and nine months ended March 31, 2023, respectively. 27,600 of the 30,800 options that were exercised during the three months ended March 31, 2023, were settled by exchanging 9,943 shares of the Company’s common stock which were retired and returned to unissued status upon receipt. 29,600 of the 38,000 options that were exercised during the nine months ended March 31, 2023, were settled by exchanging 10,150 shares of the Company’s common stock which were retired and returned to unissued status upon receipt. $36,000 and $81,000 cash was received from the option exercises during the three and nine months ended March 31, 2023, respectively. The actual tax benefit realized for the tax deductions from option exercises during the three and nine months ended March 31, 2023 was $0 and $0, respectively. 1,000 and 29,000 stock options were exercised during the three and nine months ended March 31, 2022, respectively. 1,000 options that were exercised during the three and nine months ended March 31, 2023, were settled by exchanging 153 shares of the Company’s common stock which were retired and returned to unissued status upon receipt. $0 and $155,000 cash was received from the option exercises during the three and nine months ended March 31, 2022, respectively. The actual tax benefit realized for the tax deductions from option exercises during the three and nine months ended March 31, 2022 was $3,000 for both periods.

The following table summarizes information about stock options outstanding under the 2012 Employee Plan at March 31, 2023:

	Options outstanding				Options exercisable
		Weighted average
	Number	remaining	Weighted average		Number	Weighted average
Range of exercise prices	outstanding	contractual life	exercise price		exercisable	exercise price
$3.15 ‑ $26.94	522,580	7.90	$	19.34	236,652	$	17.47
	522,580	7.90	$	19.34	236,652	$	17.47

As of March 31, 2023, there was $2,208,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012 Employee Plan. 0 and 37,500 Options were granted during the three and nine months ended March 31, 2023. 5,200 and 97,900 options vested during the three and nine months ended March 31, 2023, respectively. The total grant date fair value of the options vesting during the three and nine months ended March 31, 2023 under this plan was $33,000 and $916,000, respectively. 0 and 338,000 Options were granted during the three and nine months ended March 31, 2022. 5,200 and 95,600 options vested during the three and nine months ended March 31, 2022, respectively. The total grant date fair value of the options vesting during the three and nine months ended March 31, 2022 under this plan was $36,000 and $975,000, 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 100,000 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, 2023, 20,400 stock options were outstanding, 13,920 stock options were exercisable and no further stock options were available for grant under this plan.

There were no options granted during the three and nine months ended March 31, 2023. 0 and 9,600 Options were granted during the three and nine months ended March 31, 2022. No options may be granted under this plan after December 2022. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2023	2022
Risk-free interest rates	n/a	1.68	%
Expected lives	n/a	6.18 Years
Expected volatility	n/a	43	%
Expected dividend yields	n/a	0	%

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

	2023				2022
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		20,400	$	14.39		12,000	$	6.55
Granted		—		—		9,600	$	22.93
Forfeited/Lapsed		—		—		—		—
Exercised		—		—		—		—
Outstanding, end of period		20,400	$	14.39		21,600	$	13.83
Exercisable, end of period		13,920	$	10.99		12,480	$	8.48
Weighted average fair value at grant date of options granted		n/a			$	12.58
Total intrinsic value of options exercised		n/a			$	n/a
Total intrinsic value of options outstanding	$	473,000			$	168,000
Total intrinsic value of options exercisable	$	370,000			$	155,000

No stock options were exercised during the three and nine months ended March 31, 2023 and 2022, respectively. No cash was received from option exercises during the three and nine months ended March 31, 2023 and 2022, respectively, and the actual tax benefit realized for the tax deductions from option exercises was $0 for both periods.

The following table summarizes information about stock options outstanding under the 2012 Non-Employee Plan at March 31, 2023:

	Options outstanding				Options exercisable
		Weighted average	Weighted			Weighted
	Number	remaining	average exercise		Number	average exercise
Range of exercise prices	outstanding	contractual life	price		exercisable	price
$4.35 - $22.93	20,400	6.90	$	14.39	13,920	$	10.99
	20,400	6.90	$	14.39	13,920	$	10.99

As of March 31, 2022, there was $52,000 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 and nine months ended March 31, 2023, respectively. 720 and 2,640 options vested during the three and nine months ended March 31, 2023, respectively. The total grant date fair value of the options vesting during the three and nine months ended March 31, 2023 under this plan was $5,000 and $24,000, respectively. 0 and 9,600 Options were granted during the three and nine months ended March 31, 2022. 720 and 6,240 options vested during the three and nine months ended March 31, 2022, respectively. The total grant date fair value of the options vesting during the three and nine months ended March 31, 2022 under this plan was $5,000 and $39,000, respecitvely.

2018 Non-Employee Stock Option Plan

In December 2018, the stockholders approved the 2018 Non-Employee Stock Option Plan (the “2018 Non-Employee Plan”). This plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 100,000 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 2018 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, 2023, 77,500 stock options were outstanding, 53,220 stock options were exercisable and no further stock options were available for grant under this plan.

There were no options granted during the three and nine months ended March 31, 2023. 0 and 23,500 Options were granted during the three and nine months ended March 31, 2022. No options may be granted under this plan after December 2028. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2023	2022
Risk-free interest rates	n/a	1.68	%
Expected lives	n/a	6.18 Years
Expected volatility	n/a	43	%
Expected dividend yields	n/a	0	%

The following table reflects activity under the 2018 Non-Employee Plan for the nine months ended March 31:

	2023				2022
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		89,000	$	14.91		70,100	$	11.93
Granted		—		—		23,500	$	22.93
Forfeited/Lapsed		—		—		—		—
Exercised		(11,500)	$	15.14		(4,600)	$	10.43
Outstanding, end of period		77,500	$	14.88		89,000	$	14.91
Exercisable, end of period		53,220	$	13.03		45,040	$	12.98
Weighted average fair value at grant date of options granted		n/a			$	12.58
Total intrinsic value of options exercised	$	164,000			$	58,000
Total intrinsic value of options outstanding	$	1,760,000			$	556,000
Total intrinsic value of options exercisable	$	1,307,000			$	351,000

1,600 and 11,500 options were exercised during the three and nine months ended March 31, 2023, respectively. The 1,600 options that were exercised during the three months ended March 31, 2023, were settled by exchanging 395 shares of the Company’s common stock which were retired and returned to unissued status upon receipt. The 11,500 options that were exercised during the nine months ended March 31, 2023 were settled by exchanging 6,052 shares of the Company’s common stock which were retired and returned to unissued status upon receipt. No cash was received from option exercises during the three and nine months ended March 31, 2023. and the actual tax benefit realized for the tax deductions from option exercises was $8,000 and $34,000, respectively. 1,600 and 4,600 options were exercised during the three and nine months ended March 31, 2022, respectively. The 1,600 options that were exercised during the three months ended March 31, 2022, were settled by exchanging 663 shares of the Company’s common stock which were retired and returned to unissued status upon receipt. The 4,600 options that were exercised during the nine months ended March 31, 2022, were settled by exchanging 2,075 shares of the Company’s common stock which were retired and returned to unissued status upon receipt. No cash was received from option exercises during either of the three of nine months ended March 31, 2022. For the three and nine months ended March 31, 2022 the actual tax benefit realized for the tax deductions from option exercises was $4,000 and $12,000, respectively.

The following table summarizes information about stock options outstanding under the 2018 Non-Employee Plan at March 31, 2023:

	Options outstanding				Options exercisable
		Weighted average	Weighted			Weighted
	Number	remaining	average exercise		Number	average exercise
Range of exercise prices	outstanding	contractual life	price		exercisable	price
$8.10 - $22.93	77,500	7.03	$	14.88	53,220	$	13.03
	77,500	7.03	$	14.88	53,220	$	13.03

As of March 31, 2023, there was $166,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2018 Non-Employee Plan. No options were granted during the three and nine months ended March 31, 2023, respectively. 5,380 and 19,680 options vested during the three and nine months ended March 31, 2023, respectively. The total grant date fair value of the options vesting during the three and nine months ended March 31, 2023 under this plan was $35,000 and $149,000, respectively. 0 and 23,500 options were granted during the three and nine months ended March 31, 2022. 5,380 and 19,680 options vested during the three and nine months ended March 31, 2022. The total grant date fair value of the options vesting during the three and nine months ended December 31, 2021 under this plan was $35,000 and $160,000, respectively.

2020 Non-Employee Stock Option Plan

In May 2020, the stockholders approved the 2020 Non-Employee Stock Option Plan (the “2020 Non-Employee Plan”). This plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 100,000 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 2020 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, 2023, 56,900 stock options were outstanding, 18,760 stock options were exercisable and 43,100 stock options were available for grant under this plan.

5,000 and 30,000 Options were granted during the three and nine months ended March 31, 2023. 0 and 16,900 Options were granted during the three and nine months ended March 31, 2022. No options may be granted under this plan after May 2030. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2023		2022
Risk-free interest rates	3.03 - 3.40	%	1.68	%
Expected lives	7.23 - 7.27 Years		6.18 Years
Expected volatility	43	%	43	%
Expected dividend yields	0	%	0	%

The following table reflects activity under the 2020 Non-Employee Plan for the nine months ended March 31:

	2023				2022
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		26,900	$	18.64		10,000	$	11.40
Granted		30,000	$	27.57		16,900	$	22.93
Forfeited/Lapsed		—		—		—		—
Exercised		—		—		—		—
Outstanding, end of period		56,900	$	23.35		26,900	$	18.64
Exercisable, end of period		18,760	$	20.73		7,380	$	16.68
Weighted average fair value at grant date of options granted	$	13.74			$	12.58
Total intrinsic value of options exercised		n/a				n/a
Total intrinsic value of options outstanding	$	810,000			$	91,000
Total intrinsic value of options exercisable	$	316,000			$	36,000

No stock options were exercised during the three and nine months ended March 31, 2023 and 2022. No cash was received from option exercises during either of the three and snine months ended March 31, 2023 or 2022 and the actual tax benefit realized for the tax deductions from option exercises was $0 for both periods.

The following table summarizes information about stock options outstanding under the 2020 Non-Employee Plan at March 31, 2023:

	Options outstanding				Options exercisable
		Weighted average
	Number	remaining	Weighted average		Number	Weighted average
Range of exercise prices	outstanding	contractual life	exercise price		exercisable	exercise price
$11.40 - $30.71	56,900	8.84	$	23.35	18,760	$	20.73
	56,900	8.84	$	23.35	18,760	$	20.73

As of March 31, 2023, there was $376,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2020 Non-Employee Plan. 5,000 and 30,000 options were granted during the three and nine months ended March 31, 2023, respectively. 1,000 and 11,380 options vested during the three and nine months ended March 31, 2023. The total grant date fair value of the options vesting during the three and nine months ended March 31, 2023 under this plan was $16,000 and $129,000. 0 and 5,380 options vested during the three and nine months ended March 31, 2022. The total grant date fair value of the options vesting during the three and nine months ended March 31, 2022 under this plan was $0 and $55,000.