Stock Option

6 Months Ended

Dec. 31, 2023

Stock Option

Stock Option

NOTE 9 - 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 December 31, 2023 and 2022, the Company recorded non-cash compensation expense of $303,000 ($0.01 per basic and diluted share) and $335,000 ($0.01 per basic and diluted share), respectively, relating to stock-based compensation which are included in SG&A in the consolidated statements of income. For the six months ended December 31, 2023 and 2022, the Company recorded non-cash compensation expense of $610,000 ($0.01 per basic and diluted share) and $812,000 ($0.02 per

basic and diluted share), respectively, relating to stock-based compensation which are included in SG&A in the consolidated statements of income.

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 December 31, 2023, 478,980 stock options were outstanding, 289,728 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 six months ended December 31, 2023 and 2022, respectively. 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	3.03	%
Expected lives	n/a	7.27 Years
Expected volatility	n/a	43	%
Expected dividend yields	n/a	0	%

The following table reflects activity under the 2012 Employee Plan for the six months ended December 31:

	2023				2022
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		521,580	$	19.37		523,080	$	18.59
Granted		—		—		37,500	$	26.94
Forfeited/Lapsed		(11,000)	$	3.15		—		—
Exercised		(31,600)	$	22.13		(7,200)	$	7.07
Outstanding, end of period		478,980	$	19.56		553,380	$	18.90
Exercisable, end of period		289,728	$	18.58		262,252	$	16.88
Weighted average fair value at grant date of options granted		n/a			$	13.36
Total intrinsic value of options exercised	$	375,000			$	159,000
Total intrinsic value of options outstanding	$	7,034,000			$	4,746,000
Total intrinsic value of options exercisable	$	4,539,000			$	2,779,000

A total of 31,600 stock options were exercised during the three and six months ended December 31, 2023. The 31,600 options that were exercised during the three and six months ended December 31, 2023 were settled by the Company withholding 20,567 from the shares issuable on exercise of the options. The withheld shares of Common Stock had an aggregate fair market value on the date of exercise equal to the purchase price being paid. No cash was received from the option exercises during the three and six months ended December 31, 2023. The actual tax benefit realized for the tax deductions from option exercises during the three and six months ended December 31, 2023 was $52,000 each period. 2,000 and 7,200 stock options were exercised during the three and six months ended December 31, 2022, respectively. The 2,000 options that were exercised during the three months ended December 31, 2022 were settled by exchanging 207 of the Company’s common stock which were retired and returned to unissued status upon receipt. No cash and $45,000 cash was received from the option exercises during the three and six months ended December 31, 2022. The actual tax benefit realized for the tax deductions from option exercises during the three and six months ended December 31, 2022 was $0 for both periods.

The following table summarizes information about stock options outstanding under the 2012 Employee Plan at December 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	478,980	7.30	$	19.56	289,728	$	18.58
	478,980	7.30	$	19.56	289,728	$	18.58

As of December 31, 2023, there was $1,518,000 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 and six months ended December 31, 2023. 0 and 37,500 options were granted during the three and six months ended December 31, 2022. 74,000 and 84,700 options vested during the three and six months ended December 31, 2023. The total grant date fair value of the options vesting during the three and six months ended December 31, 2023 was $724,000 and $849,000, respectively. 80,400 and 92,700 options vested during the three and six months ended December 31, 2022, respectively. The total grant date fair value of the options vesting during the three and six months ended December 31, 2022 under this plan was $754,000 and $883,000, 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 December 31, 2023, 20,400 stock options were outstanding, 15,840 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 six months ended December 31, 2023 and 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	n/a
Expected lives	n/a	n/a
Expected volatility	n/a	n/a
Expected dividend yields	n/a	n/a

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

	2023				2022
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		20,400	$	14.39		20,400	$	14.39
Granted		—		—		—		—
Forfeited/Lapsed		—		—		—		—
Exercised		—		—		—		—
Outstanding, end of period		20,400	$	14.39		20,400	$	14.39
Exercisable, end of period		15,840	$	12.44		13,200	$	10.95
Weighted average fair value at grant date of options granted		n/a				n/a
Total intrinsic value of options exercised		n/a				n/a
Total intrinsic value of options outstanding	$	405,000			$	267,000
Total intrinsic value of options exercisable	$	345,000			$	218,000

No stock options were exercised during the three and six months ended December 31, 2023 and 2022, respectively. No cash was received from option exercises during the three and six months ended December 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 December 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	6.15	$	14.39	15,840	$	12.44
	20,400	6.15	$	14.39	15,840	$	12.44

As of December 31, 2023, there was $34,000 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 six months ended December 31, 2023 and 2022, respectively. 1,920 options vested during the three and six months ended December 31, 2023 and 2022, respectively. The total grant date fair value of the options vesting during the three and six months ended December 31, 2023 and 2022 under this plan was $19,000 for both periods.

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 December 31, 2023, 73,400 stock options were outstanding, 58,620 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 six months ended December 31, 2023 and 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	n/a
Expected lives	n/a	n/a
Expected volatility	n/a	n/a
Expected dividend yields	n/a	n/a

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

	2023				2022
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		75,000	$	14.83		89,000	$	14.91
Granted		—		—		—		—
Forfeited/Lapsed		—		—		—		—
Exercised		(1,600)	$	15.27		(9,900)	$	16.27
Outstanding, end of period		73,400	$	14.82		79,100	$	14.74
Exercisable, end of period		58,620	$	13.81		49,440	$	13.02
Weighted average fair value at grant date of options granted		n/a				n/a
Total intrinsic value of options exercised	$	28,000			$	124,000
Total intrinsic value of options outstanding	$	1,426,000			$	1,008,000
Total intrinsic value of options exercisable	$	1,198,000			$	715,000

A total of 1,600 stock options were exercised during the three and six months ended December 31, 2023. The 1,600 options that were exercised during the three and six months ended December 31, 2023 were settled by the Company withholding 740 from the shares issuable on exercise of the options. The withheld shares of Common Stock had an aggregate fair market value on the date of exercise equal to the purchase price being paid. No cash was received from the option exercises during the three and six months ended December 31, 2023. The actual tax benefit realized for the tax deductions from option exercises during the three and six months ended December 31, 2023 was $6,000 each period. 3,600 and 9,900 options were exercised during the three and six months ended December 31, 2022, respectively. The 3,600 options that were exercised during the three months ended December 31, 2022, were settled by exchanging 2,637 shares of the Company’s common stock which were retired and returned to unissued status upon receipt. The 9,900 options that were exercised during the six months ended December 31, 2022, were settled by exchanging 5,657 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 six months ended December 31, 2022, and the actual tax benefit realized for the tax deductions from option exercises was $5,000 and $26,000, respectively.

The following table summarizes information about stock options outstanding under the 2018 Non-Employee Plan at December 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	73,400	6.27	$	14.82	58,620	$	13.81
	73,400	6.27	$	14.82	58,620	$	13.81

As of December 31, 2023, there was $83,000 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 six months ended December 31, 2023 and 2022, respectively. 9,500 options vested during the three and six months ended December 31, 2023, respectively. The total grant date fair value of the options vesting during the three and six months ended December 31, 2023 under this plan was $89,000 for both periods. 14,300 options vested during the three and six months ended December 31, 2022, respectively. The total grant date fair value of the options vesting during the three and six months ended December 31, 2022 under this plan was $114,000 for both periods.  

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 December 31, 2023, 56,900 stock options were outstanding, 29,140 stock options were exercisable and 43,100 stock options were available for grant under this plan.

No options were granted during the three and six months ended December 31, 2023. 0 and 25,000 options were granted during the three months ended December 31, 2022, respectively. 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	n/a	3.03	%
Expected lives	n/a	7.27 Years
Expected volatility	n/a	43	%
Expected dividend yields	n/a	0	%

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

	2023				2022
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		56,900	$	23.35		26,900	$	18.64
Granted		—		—		25,000	$	26.94
Forfeited/Lapsed		—		—		—		—
Exercised		—		—		—		—
Outstanding, end of period		56,900	$	23.35		51,900	$	22.64
Exercisable, end of period		29,140	$	21.41		17,760	$	20.16
Weighted average fair value at grant date of options granted		n/a			$	13.36
Total intrinsic value of options exercised		n/a				n/a
Total intrinsic value of options outstanding	$	620,000			$	251,000
Total intrinsic value of options exercisable	$	374,000			$	130,000

No stock options were exercised during the three and six months ended December 31, 2023 and 2022. No cash was received from option exercises during either of the three and six months ended December 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 December 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	8.09	$	23.35	29,140	$	21.41
	56,900	8.09	$	23.35	29,140	$	21.41

As of December 31, 2023, there was $278,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2020 Non-Employee Plan. No stock options were granted during the three and six months ended

December 31, 2023. 3,380 and 10,380 options vested during the three and six months ended December 31, 2023 and 2022, respectively. The total grant date fair value of the options vesting during the three and six months ended December 31, 2023 and 2022 under this plan was $34,000 and $113,000, respectively.

2022 Employee Stock Option Plan

In December 2022, the stockholders approved the 2022 Employee Stock Option Plan (the “2022 Employee Plan”). 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. 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.

Under the 2022 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 December 31, 2023, 10,000 stock options were outstanding, 2,000 stock options were exercisable and 940,000 stock options were available for grant under this plan.

There were 10,000 options granted during the three and six months ended December 31, 2023. No options may be granted under this plan after December 2032. 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
Risk-free interest rates	4.66	%
Expected lives	5.76 Years
Expected volatility	48.71	%
Expected dividend yields	1.48	%

The following table reflects activity under the 2022 Employee Plan for the six months ended December 31:

	2023
			Weighted average
	Options		exercise price
Outstanding, beginning of year		5,000	$	40.01
Granted		10,000	$	21.60
Forfeited/Lapsed		(5,000)	$	(40.01)
Exercised		—		—
Outstanding, end of period		10,000	$	21.60
Exercisable, end of period		2,000	$	21.60
Weighted average fair value at grant date of options granted	$	9.75
Total intrinsic value of options exercised		n/a
Total intrinsic value of options outstanding	$	127,000
Total intrinsic value of options exercisable	$	25,300

No options were exercised during the three and six months ended December 31, 2023. No cash was received from option exercises during the three and six months ended December 31, 2023 and the actual tax benefit realized for the tax deductions from option exercises was $0.

The following table summarizes information about stock options outstanding under the 2022 Employee Plan at December 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
$21.60	10,000	9.77	$	21.60	2,000	$	21.60
	10,000	9.77	$	21.60	2,000	$	21.60

As of December 31, 2023, there was $73,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2022 Employee Plan. 10,000 options were granted during the three and six months ended December 31, 2023. 2,000 options vested during the three and six months ended December 31, 2023, respectively. The total grant date fair value of the options vesting during the three and six months ended December 31, 2023 under this plan was $19,500, respectively.