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Stock-Based Compensation
3 Months Ended
Sep. 30, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Based Compensation

16.Stock-Based Compensation

We maintain a 2004 Stock Incentive Plan (“2004 Plan”) covering substantially all company employees, non-employee directors and certain other key persons.  The 2004 Plan is administered by a committee of our Board of Directors: The Management Development, Compensation and Stock Option Committee (“MDCSOC”).

Awards under the 2004 Plan may be in the form of stock options, stock appreciation rights, restricted stock or restricted stock units, performance share awards, director stock purchase rights and deferred stock units, or any combination thereof.  The terms of the awards are determined by the MDCSOC, except as otherwise specified in the 2004 Plan.  

Stock Options

Options outstanding under the 2004 Plan generally become exercisable at 25% or 33.3% per year beginning one year after the date of grant and expire ten years after the date of grant.  Option prices from options granted under these plans must not be less than the fair market value of our stock on the date of grant.  We use the Black-Scholes model for determining stock option valuations.  The Black-Scholes model requires subjective assumptions, including future stock price volatility and expected time to exercise, which affect the calculated values.  The expected term of option exercises is derived from historical data regarding employee exercises and post-vesting employment termination behavior.  The risk-free rate of return is based on published U.S. Treasury rates in effect for the corresponding expected term.  The expected volatility is based on historical volatility of our stock price.  These factors could change in the future, which would affect the stock-based compensation expense in future periods.  

We recognized operating expense for non-cash stock-based compensation costs related to stock options in the amount of $56,000 and $87,000 in the three months ended September 30, 2019 and 2018, respectively.  As of September 30, 2019, the total remaining unrecognized compensation cost related to non-vested stock options amounted to approximately $91,000.  We expect to recognize this cost over a weighted average vesting period of 1.0 years.

We granted no stock options in each of the three months ended September 30, 2019 and 2018, respectively. We received approximately zero and $191,000 in cash from option exercises under our share-based payment arrangements for the three months ended September 30, 2019 and 2018, respectively.  

Restricted Stock and Restricted Stock Units

Our restricted stock and restricted stock units under the 2004 Plan generally have been awarded by four methods, as follows:

(1)

Awards that are earned based on achieving certain individual and financial performance goals during the initial fiscal year with either a subsequent one-year service vesting period or with a one-third vesting requirement on the first, second and third anniversaries of the issuance, provided the individual’s employment has not terminated prior to the vesting date and are freely transferable after vesting;

(2)

Awards that are earned based on achieving certain revenue and operating income results with a subsequent one-third vesting requirement on the first, second and third anniversaries of the issuance provided the individual’s employment has not terminated prior to the vesting date and are freely transferable after vesting;  

(3)

Awards to non-management members of our Board of Directors with a subsequent one-third vesting requirement on the first, second and third anniversaries of the issuance provided the service of the non-management member of our Board of Directors has not terminated prior to the vesting date and are freely transferable after vesting, and

(4)

Awards that are granted with a one-third vesting requirement on the first, second and third anniversaries of the issuance provided the individual’s employment has not terminated prior to the vesting date and are freely transferable after vesting, including restricted stock units granted as part of the Fiscal Year 2018 and Fiscal Year 2019 Long-Term Incentive Compensation Plan.

The grant date fair value associated with granted restricted stock is calculated in accordance with ASC 718 “Compensation – Stock Compensation”.  Compensation expense related to restricted stock awards is based on the closing price of our Common Stock on the grant date authorized by our MDCSOC, multiplied by the number of restricted stock and restricted stock unit awards expected to be issued and vested and is amortized over the combined performance and service periods.  The non-cash stock-based compensation expense recorded for restricted stock and restricted stock unit awards for the three months ended September 30, 2019 and 2018, was $65,000 and $55,000, respectively. As of September 30, 2019, the total remaining unrecognized compensation cost related to the restricted stock and restricted stock unit awards is approximately $237,000. We expect to recognize this cost over a weighted average vesting period of 1.5 years.

A summary of the status of restricted stock and restricted stock unit awards outstanding at September 30, 2019 is presented in the table below.

 

 

 

 

 

 

 

Weighted Average

 

 

 

Nonvested

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Non-vested at June 30, 2019

 

 

93,420

 

 

$

7.49

 

Granted

 

 

-

 

 

 

-

 

Vested

 

 

(8,384

)

 

 

7.34

 

Forfeited or Expired

 

 

(5,800

)

 

 

8.13

 

Non-vested at September 30, 2019

 

 

79,236

 

 

$

7.47

 

 

Performance Stock Units

During the second quarter of fiscal 2019, our MDCSOC granted certain employees Performance Share Units (“PSUs”) as part of the Fiscal Year 2019 Long-Term Incentive Compensation Plan.  The Performance Measures were defined by the Committee as a specific Target level of Revenue and Operating Income Before Incentive Compensation for each of the following: plan year 2019 (October 1, 2018 to September 30, 2019), fiscal year 2020 and fiscal year 2021.  Up to one-third of the PSUs can be earned each year, determined based upon actual performance levels achieved in that year. One half of the award earned each year is based upon the achievement of the two Performance Targets in that year, provided that a minimum level of Operating Income Before Incentive Compensation is achieved for that year.  The actual award level for each year can range from 50% to 150% (for Revenue Target) or 75% to 200% (for Operating Income Target) of the target awards depending on actual performance levels achieved in each year compared to that year’s target. If Operating Income Before Incentive Compensation is less than 75% of the targeted Operating Income Before Incentive Compensation for the year, then no PSU’s will vest for that year and the PSU’s vesting that year will expire.

The non-cash stock-based compensation expense recorded for performance share unit awards for the three months ended September 30, 2019 and 2018, was $51,000 and $65,000, respectively.  As of September 30, 2019, the total remaining unrecognized compensation cost related to performance share unit awards is approximately $274,000. We expect to recognize this cost over a weighted average vesting period of 1.2 years.

A summary of the status of the PSUs outstanding at September 30, 2019 is presented in the table below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average

 

 

 

Nonvested

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Non-vested at June 30, 2019

 

 

69,701

 

 

$

7.46

 

Granted

 

 

-

 

 

 

-

 

Vested

 

 

-

 

 

 

-

 

Forfeited or Expired

 

 

(14,252

)

 

 

7.84

 

Non-vested at September 30, 2019

 

 

55,449

 

 

$

7.36

 

 

Board of Directors Fees

 

Our Board of Directors’ fees are typically payable in cash on September 1, December 1, March 1, and June 1 of each fiscal year; however, under our 2004 Plan each director can elect to receive our stock in lieu of cash on a calendar year election. Each of our Directors elected a combination of cash and stock for calendar year of 2019.  During the first quarter of fiscal year 2019, we issued 9,359 shares to our directors and recorded expense of $42,000.