Shareholders' Equity

3 Months Ended

Dec. 31, 2012

Shareholders Equity

Shareholders' Equity

Note 5 – Shareholders’ Equity

Share-based compensation expense for the three months ended December 31, 2012 and 2011 was $577,000 and $148,000, respectively, as included in the following expense categories:

	Three months Ended
	December 31,
	2012		2011
	(in thousands)
Sales and marketing	$	459	$	90
Engineering and product development		22		3
General and administrative		96		55
Total	$	577	$	148

The Company’s stock compensation plans provide for the granting of restricted stock units and either incentive or non-qualified stock options to employees and non-employee directors. Options and restricted stock units are subject to terms and conditions determined by the Compensation and Stock Committee of the Board of Directors. Options generally vest over a three year period beginning three months from the date of grant and expire either seven or ten years from the date of grant. Restricted stock units generally vest annually over a three year period.

Stock Options

The Company uses the Black-Scholes option-pricing model to calculate the fair value of options on the date of grant. The key assumptions for this valuation method include the expected life of the option, stock price volatility, risk-free interest rate and dividend yield. No options were granted under the stock option plans for the three months ended December 31, 2012 or 2011. The total intrinsic value of options exercised during the three months ended December 31, 2012 and 2011 was approximately $450,000 and $39,000, respectively. Total cash received from option exercises during the three months ended December 31, 2012 was approximately $119,000. As of December 31, 2012, there was $193,000 of total unrecognized compensation cost related to non-vested stock option arrangements, which is expected to be recognized over a weighted-average period of 1.35 years.

Many of the assumptions used in the determination of compensation expense are judgmental and highly volatile. The expected option life is based on historical trends and data. With regard to the expected option life assumption, the Company considers the exercise behavior of past grants and models the pattern of aggregate exercises. Patterns are determined on specific criteria of the aggregate pool of optionees including the reaction to vesting, realizable value and short-time-to-maturity effect. The Company uses an expected stock-price volatility assumption that is based on historical volatilities of the underlying stock which are obtained from public data sources. The risk-free interest rate is equal to the historical U.S. Treasury zero-coupon bond rate with a remaining term equal to the expected life of the option. The Company uses a dividend yield of zero which is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Based on the Company’s historical voluntary turnover rates, an annualized estimated forfeiture rate of 10% has been used in calculating the estimated cost. Additional expense will be recorded if the actual forfeiture rate is lower than estimated, and a recovery of prior expense will be recorded if the actual forfeiture rate is higher than estimated.

The following table summarizes information about the Company’s stock option plans for the three months ended December 31, 2012.

		Weighted-		Weighted - Average
	Number of	Average		Remaining	Aggregate
	Options	Exercise		Contractual	Intrinsic
	Outstanding	Price		Term	Value $(000)
Outstanding, October 1, 2012	355,334	$	3.71
Granted	—		—
Canceled	—		—
Exercised	(35,000)		3.40
Outstanding, December 31, 2012	320,334	$	3.75	4.18	$	3,223
Vested or expected to vest, December 31, 2012	310,757	$	3.74	4.08	$	3,129
Exercisable, December 31, 2012	224,565	$	3.65	3.66	$	2,282

Restricted Stock Units

The Company periodically grants awards of restricted stock units (“RSU”) to each of its non-employee directors and some of its management team and employees on a discretionary basis pursuant to its stock compensation plans. Each RSU entitles the holder to receive, at the end of each vesting period, a specified number of shares of the Company’s common stock. The total number of RSUs unvested at December 31, 2012 was 588,749. Each RSU vests at the rate of 33.33% on each of the first through third anniversaries of the grant date with final vesting of the most recent grants scheduled to occur in December 2015. Included in the total number of RSUs unvested at December 31, 2012 are 158,009 RSUs which are subject to a further vesting condition that the Company’s common stock must trade at a price greater than $10 per share on a national securities exchange for a period of twenty consecutive days prior to the fifth anniversary of the grant date, 233,900 RSUs with the same $10 per share market price vesting condition on or prior to the fourth anniversary of the grant date, 136,000 RSUs with a $17.50 per share market price vesting condition on or prior to the fourth anniversary of the grant date, 8,500 RSUs with a $20 per share market price vesting condition on or prior to the fourth anniversary of the grant date and 19,000 RSUs with a $22.50 per share market price vesting condition on or prior to the fourth anniversary of the grant date. The Company’s common stock has satisfied both the $10 per share market price vesting condition and the $17.50 per share market price vesting condition for the grants summarized above. For such RSUs, the Company performed fair value analysis using the Monte Carlo option-pricing model. The fair value related to the RSUs was calculated based primarily on the average stock price of the Company’s common stock on the date of the grant and is being amortized evenly on a pro-rata basis over the vesting period to sales and marketing, engineering and product development and general and administrative expense. The fair values of the RSUs granted in the three months ended December 31, 2012 and 2011, respectively, were approximately $2,347,000 (or $18.41 fair value per share) and $22,000 (or $4.41 fair value per share). The Company recorded compensation expense related to RSUs of approximately $536,000 and $104,000 for the three months ended December 31, 2012 and 2011, respectively. These amounts are included in the total share-based compensation expense disclosed above. As of December 31, 2012, there was approximately $5.6 million of total unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of 2.5 years.

The following table presents RSU information for the three months ended December 31, 2012:

	Number of
	RSUs
	Outstanding
Outstanding, October 1, 2012	464,584
Granted	127,500
Canceled	0
Vested	(3,335)
Outstanding, December 31, 2012	588,749