SHAREHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Note 9 – Shareholders’ Equity

Incentive Compensation Plan

In June 2010 shareholders approved an amendment and restatement of the Company’s stock incentive plan, renaming it the Incentive Compensation Plan (the “Plan”), and among other things, increasing the number of shares of the Company’s common stock reserved for issuance under the Plan to 1,630,000. The Plan provides that the shares reserved under the Plan are available for issuance to officers of the Company, other key employees, non-employee directors, and advisors. The Plan is a successor to the Company’s previous plans, and any shares awarded and outstanding under those plans were transferred to the Plan. No further grants or share issuances will be made under the previous plans. As of December 31, 2014, approximately 738,000 shares remain available for grant under the Plan.

The Plan provides for nonqualified stock options, qualified (or incentive) stock options and stock grants. The Plan has a provision to reduce the number of shares reserved for award and issuance under the Plan by a ratio of 1.59 shares of common stock for each share of common stock that is issued pursuant to a Full Value Award (stock grant).

The Plan also provides for an Incentive Bonus Program with incentive bonus opportunities through performance unit awards and special cash incentive programs tied to the attainment of pre-established performance milestones.

Provisions of the Plan include an automatic annual grant to each non-employee director of options to purchase up to 2,000 shares on the date of the Company’s Annual Shareholder Meeting, at an exercise price equal to the market price of the Company’s common shares on that date, an automatic annual grant of 500 restricted stock units of the Company’s common shares and an annual cash retainer fee for Board or Board Committee service, which may be converted to restricted stock unit awards. Options and restricted stock units awarded under the automatic annual grant program for non-employee directors vest after one year. Restricted stock units awarded in lieu of retainer fees vest quarterly, over a one year period. These awards become outstanding upon the conclusion of the individual Board members service on the Company’s Board of Directors. Other options may vest fully and immediately, or over periods of time as determined by the Plan Administrator, but no longer than seven years from the grant date. Discretionary options currently awarded under the Plan vest over a period of 5 years.

Under the Plan, a total of 138,000 restricted stock units have been granted, consisting of 23,000 of annual automatic grants to non-employee directors and the corporate secretary and 115,000 of deferred retainer fees to non-employee members of the Board. The restricted stock units are fully vested but not yet deemed issued and outstanding as of December 31, 2014. The Company granted 3,000 shares of restricted stock and 30,000 shares of restricted stock in lieu of retainer fees in 2014 with a fair value of $2.64 per share. For the year ended December 31, 2014, total compensation expense recorded in the consolidated statements of income related to restricted stock units in lieu of retainer fees was $80,000. For the year ended December 31, 2014, total compensation expense recorded in the consolidated statements of income for annual restricted stock units awarded was $7,000, with an offsetting tax benefit of $1,900, as this expense is deductible for income tax purposes. As of December 31, 2014, there was $2,100 of total unrecognized compensation cost related to annual restricted sock units which is expected to be recognized over a period of .5 years. During 2014, 2013, and 2012 shares of restricted stock units totaling 3,000 with a fair value of approximately $6,000 vested and became unrestricted.

Changes in stock options outstanding under the Incentive Compensation Plans during 2014 are as follows :

				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number	Exercise		Contractual	Intrinsic
Options	of Options	Price		Term (Years)	Value
Balance at December 31, 2013	601,000	$	3.50
Granted	522,000	$	2.89
Exercised	-	$	-
Forfeited	(464,000)	$	3.34
Balance at December 31, 2014	659,000	$	3.13	5.57	$	-
Exercisable at December 31, 2014	123,000	$	4.25	2.15	$	-

The weighted average grant-date fair value of the options granted during the years 2014, 2013 and 2012 was $1.23, $1.28, and $1.60 respectively. There was no total intrinsic value of options exercised during any of the years ended December 31, 2014 and 2013 and 2012.

There was no cash received from options exercised under any share-based payment arrangements for the years ended December 31, 2014, 2013 and 2012, and as a result, there was no actual tax benefit realized for tax deductions from option exercises in any of those years.

Total compensation expense recognized for stock options for the years ended December 2014, 2013, and 2012 was $51,000, $88,000, and $74,000, respectively.

A summary of the status of the Company’s non-vested shares as of December 31, 2014, and changes during the year ended December 31, 2014 is presented below:

		Weighted
		Average
	Number	Grant-Date
Nonvested Shares	of Options	Fair Value
Nonvested at December 31, 2013	26,000	$	1.25
Granted	522,000	$	1.23
Vested	(12,000)	$	1.14
Forfeited	-	$	-
Nonvested at December 31, 2014	536,000	$	1.23

At December 31, 2014, there was approximately $732,000 of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. This cost is expected to be recognized over a period of approximately five years.

The Company’s stock-based awards to employees are calculated using the Black-Scholes options valuation model. The Black-Scholes model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, the Black-Scholes model requires the input of highly subjective assumptions including the expected stock price volatility. The Company’s stock-based awards have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the present value estimates. For these reasons, management believes that the existing models do not necessarily provide a reliable single measure of the fair value of its stock-based awards to employees.

The fair value of the Company’s option grants issued during 2014, 2013 and 2012 were estimated using assumptions for expected life, volatility, dividend yield, forfeiture rate, and risk-free interest rate which are specific to each award as summarized in the following table. The estimated fair value of the Company’s options is amortized over the period during which the optionee is required to provide service in exchange for the award, usually the vesting period.

The fair value of the Company’s option grants under the Plan in 2014, 2013 and 2012 was estimated using the following assumptions:

	2014		2013		2012
Expected life (years)	7.0		7.0		7.0
Expected forfeiture rate	0.0	%	0.0	%	0.0 -  4.0	%
Expected volatility	40	%	49	%	40 - 45	%
Dividend yield	0	%	0	%	0	%
Risk-free interest rate	2.0	%	2.6 - 3.0	%	1.7	%

Repurchase of Common Stock, Common Stock Warrants and Stock Options

In 1999 and 2001, the Board of Directors approved resolutions authorizing the Company to repurchase up to a total of 1,000,000 shares of its own stock on the open market, which the Board reaffirmed in 2008. During 2014, the Company repurchased approximately 1,000 shares of its stock on the open market. There were no shares of the Company repurchased during 2013. During 2012 the Company repurchased approximately 9,000 shares of its stock on the open market. There are approximately 72,000 shares remaining under this repurchase authorization.