Note 19 - Stock Options

9 Months Ended

Mar. 31, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

19.  STOCK OPTIONS

On September 24, 2007, the Company’s Board of Directors unanimously adopted the 2007 Employee Stock Option Plan (the “2007 Employee Plan”) and the 2007 Directors Equity Incentive Plan (the “2007 Directors Plan” and, together with the 2007 Employee Plan, the “2007 Plans”), each of which was approved by the shareholders on December 3, 2007. Each of the 2007 Plans were amended during the term of such plan to increase the number of shares covered thereby. Each of the 2007 Plans terminated by their respective terms on September 24, 2017.

On September 14, 2017, the Company’s Board of Directors unanimously adopted the 2017 Employee Stock Option Plan (the “2017 Employee Plan”) and the 2017 Directors Equity Incentive Plan (the “2017 Directors Plan”) each of which was approved by the shareholders on December 4, 2017.

Assumptions

The fair value for the stock options granted to both employees and directors was estimated using the Black-Scholes option pricing model with the following weighted average assumptions, assuming: 

● An expected life varying from 2.50 to 3.25 years, calculated in accordance with the guidance provided in SEC Staff bulletin No. 110 for plain vanilla options using the simplified method, since our equity shares have been publicly traded for only a limited period of time and we did not have sufficient historical exercise data at the grant date of the options;

● A risk-free interest rate varying from 0.11% to 4.17% (2022: 0.11% to 2.35%);

● No expected dividend payments and;

● Expected volatility of 47.3% to 73.85% (2022: 45.38% to 55.59%).

2017 Employee Stock Option Plan

The Company’s 2017 Employee Plan permits the grant of stock options to its employees covering up to an aggregate of 300,000 shares of Common Stock. The Company’s Board of Directors approved an amendment to the 2017 Employee Plan in December, 2021 to increase the shares covered thereby from 300,000 shares to an aggregate of 600,000 shares, which amendment was approved by the Company’s shareholders at the annual meeting held in December 2021. Under the 2017 Employee Plan, all options must be granted with an exercise price of not less than fair value as of the grant date and the options granted must be exercisable within a maximum of ten years after the date of grant, or such lesser period of time as is set forth in the stock option agreements. The options may be exercisable (a) immediately as of the effective date of the stock option agreement granting the option, or (b) in accordance with a schedule related to the date of the grant of the option, the date of first employment, or such other date as may be set by the Compensation Committee. Generally, options granted under the 2017 Employee Plan are exercisable within five years after the date of grant and vest over the period as follows: 25% vesting on the grant date and the remaining balance vesting in equal installments on the next three succeeding anniversaries of the grant date. The share-based compensation will be recognized in terms of the grade method on a straight-line basis for each separately vesting portion of the award. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the 2017 Employee Plan).

During the third quarter of Fiscal 2023, 40,000 stock options were granted under the 2017 Employee Plan. There were 5,000 stock options exercised during the nine-month period ended March 31, 2023. The Company recognized $70 and $124 in stock-based compensation expense during the three and nine months ended March 31, 2023.

During the third quarter of Fiscal 2022, there were 40,500 stock options granted under the 2017 Employee Plan. There were 41,125 stock options exercised during the nine-month period ended March 31, 2022. The Company recognized $84 and $106 in stock-based compensation expenses during the three and nine months ended March 31, 2022.

As of March 31, 2023, there were vested stock options granted under the 2017 Employee Plan covering a total of 134,625 shares of Common Stock. The weighted-average exercise price was $4.49 and the weighted average remaining contractual term was 2.52 years.

As of March 31, 2022, there were vested stock options granted under the 2017 Employee Plan covering a total of 170,500 shares of Common Stock. The weighted-average exercise price was $4.81 and the weighted average remaining contractual term was 2.24 years.

A summary of option activities under the 2017 Employee Plan during the nine months ended March 31, 2023, is presented as follows:

				Weighted Average		Weighted Average Remaining Contractual		Aggregate
				Exercise		Term		Intrinsic
	Options			Price		(Years)		Value
Outstanding at July 1, 2022		236,375		$	5.21		2.61	$	87
Granted		65,000			4.84		-		-
Exercised		(5,000	)		3.75		-		-
Forfeited or expired		(80,000	)		-		-		-
Outstanding at March 31, 2023		216,375		$	4.89		3.17	$	117
Exercisable at March 31, 2023		134,625		$	4.49		2.52	$	109

A summary of the status of the Company’s non-vested employee stock options during the nine months ended March 31, 2023, is presented below:

				Weighted Average
	Options			Grant-Date Fair Value
Non-vested at July 1, 2022		75,875		$	5.98
Granted		65,000			4.77
Vested		(49,125	)		-
Forfeited		(10,000	)		-
Non-vested at March 31, 2023		81,750		$	5.53

A summary of option activities under the 2017 Employee Plan during the nine months ended March 31, 2022, is presented as follows: 

				Weighted Average		Weighted Average Remaining Contractual		Aggregate
				Exercise		Term		Intrinsic
	Options			Price		(Years)		Value
Outstanding at July 1, 2021		267,000		$	4.21		3.22	$	290
Granted		40,500			-		-		-
Exercised		(41,125	)		2.86		-		-
Forfeited or expired		-			-		-		-
Outstanding at March 31, 2022		266,375		$	4.96		2.80	$	621
Exercisable at March 31, 2022		170,500		$	4.81		2.24	$	415

A summary of the status of the Company’s non-vested employee stock options during the nine months ended March 31, 2022, is presented below:

				Weighted Average
	Options			Grant-Date Fair Value
Non-vested at July 1, 2021		102,250		$	2.29
Granted		40,500			-
Vested		(46,875	)		-
Forfeited		-			-
Non-vested at March 31, 2022		95,875		$	2.29

2007 Employee Stock Option Plan

The Company’s 2007 Employee Plan permitted the issuance of options to employees. As of the last amendment thereof, the 2007 Employee Plan covered an aggregate of 600,000 shares of the Company’s Common Stock. The 2007 Employee Plan terminated by its terms on September 24, 2017 and no further options may be granted thereunder.  Options outstanding thereunder continue to remain outstanding and in effect in accordance with their terms.

There were no options exercised during the nine months ended March 31, 2023, and March 31, 2022. The Company did not recognize any stock-based compensation expense during the nine months ended March 31, 2023, and March 31, 2022.

As of July 1, 2022 and March 31, 2023, there were no vested or unvested stock options outstanding under the 2007 Employee Plan.

As of March 31, 2022, there were no vested or unvested stock options granted under the 2007 Employee Plan.  

A summary of option activities under the 2007 Employee Plan during the nine months ended March 31, 2022, is presented as follows:

				Weighted Average		Weighted Average Remaining Contractual		Aggregate
				Exercise		Term		Intrinsic
	Options			Price		(Years)		Value
Outstanding at July 1, 2021		37,500		$	4.14		0.75	$	34
Granted		-			-		-		-
Exercised		(37,500	)		4.14		-		-
Forfeited or expired		-			-		-		-
Outstanding at March 31, 2022		-		$	-		-	$	-

2017 Directors Equity Incentive Plan

The 2017 Directors Plan initially covered an aggregate of 300,000 shares of the Company’s common stock.  The Company’s Board of Directors approved an amendment to the 2017 Directors Plan in September 2020 to increase the shares covered thereby from 300,000 shares to an aggregate of 600,000 shares, which amendment was approved by the Company’s shareholders at the annual meeting held in December 2020. The 2017 Directors Plan permits the grant of options to its directors in the form of nonqualified options and restricted stock. The exercise price of the nonqualified options is required to be 100% of the fair value of the underlying shares on the grant date. The options have five-year contractual terms and are exercisable immediately as of the grant date.

During the third quarter of Fiscal 2023, the Company granted options to purchase 100,000 shares of its Common Stock pursuant to the 2017 Directors Plan. There were no stock options exercised during the nine months ended March 31, 2023. The Company recognized $213 stock-based compensation expense during the three and nine months ended March 31, 2023.

During the third quarter of Fiscal 2022, the Company granted options to purchase 100,000 shares of its Common Stock pursuant to the 2017 Directors Plan. There were no stock options exercised during the nine months ended March 31, 2022. The Company recognized $353 stock-based compensation expenses during the three and nine months ended March 31, 2022.

As all the stock options granted under the 2017 Directors Plan vest immediately on the date of grant, there were no unvested stock options granted under the 2017 Directors Plan as of March 31, 2023, and March 31, 2022.

As of March 31, 2023, there were vested stock options granted under the 2017 Directors Plan covering a total of 440,000 shares of Common Stock. The weighted average exercise price was $4.80 and the weighted average remaining contractual term was 2.68 years.

As of March 31, 2022, there were vested stock options granted under the 2017 Directors Plan covering a total of 420,000 shares of Common Stock. The weighted-average exercise price was $5.10 and the weighted average remaining contractual term was 3.10 years.

A summary of option activities under the 2017 Directors Plan during the nine months ended March 31, 2023, is presented as follows: 

				Weighted Average		Weighted Average Remaining Contractual		Aggregate
				Exercise		Term		Intrinsic
	Options			Price		(Years)		Value
Outstanding at July 1, 2022		420,000		$	5.10		2.85	$	228
Granted		100,000			4.51				-
Exercised		-			-		-		-
Forfeited or expired		(80,000	)		5.98		-		-
Outstanding at March 31, 2023		440,000		$	4.80	$	2.68	$	303
Exercisable at March 31, 2023		440,000		$	4.80	$	2.68	$	303

A summary of option activities under the 2017 Directors Plan during the nine months ended March 31, 2022, is presented as follows: 

			Weighted Average		Weighted Average Remaining Contractual		Aggregate
			Exercise		Term		Intrinsic
	Options		Price		(Years)		Value
Outstanding at July 1, 2021		320,000	$	4.27		3.22	$	340
Granted		100,000		7.76		-		-
Exercised		-		-		-		-
Forfeited or expired		-		-		-		-
Outstanding at March 31, 2022		420,000		5.10		0.60		942
Exercisable at March 31, 2022		420,000		5.10		3.07		942

2007 Directors Equity Incentive Plan

The Company’s 2007 Directors Plan permitted the grant of stock options to its directors in the form of nonqualified options and restricted stock. As of the last amendment thereof, the 2007 Directors Plan covered an aggregate of 500,000 shares of the Company’s Common Stock. The 2007 Directors Plan terminated by its terms on September 24, 2017, and no further options may be granted thereunder.  Options outstanding thereunder continue to remain outstanding and in effect in accordance with their terms. 

There were no stock options exercised during the nine months ended March 31, 2023. The Company did not recognize any stock-based compensation expense during the nine months ended March 31, 2023.

50,000 stock options were exercised during the nine months ended March 31, 2022. The Company did not recognize any stock-based compensation expenses during the nine months ended March 31, 2022.

As of March 31, 2023 and March 31, 2022, there were no vested stock options granted under the 2007 Directors Plan.

A summary of option activities under the 2007 Directors Plan during the nine months ended March 31, 2022 is presented as follows: 

				Weighted Average		Weighted Average Remaining Contractual		Aggregate
				Exercise		Term		Intrinsic
	Options			Price		(Years)		Value
Outstanding at July 1, 2021		50,000		$	4.14		0.75	$	45
Granted		-			-		-		-
Exercised		(50,000	)		4.14		-		-
Forfeited or expired		-			-		-		-
Outstanding at March 31, 2022		-		$	-		-	$	-
Exercisable at March 31, 2022		-		$	-		-	$	-