11. CAPITAL STOCK AND STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 2014

Policy Text Block [Abstract]

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

11.    CAPITAL STOCK AND STOCK BASED COMPENSATION

On May 7, 2014, our shareholders approved the 2014 Omnibus Incentive Plan (the “2014 Plan”). The 2014 Plan includes 500,000 of our common shares that may be granted under various types of awards described in the 2014 Plan. As of December 31, 2014, we were authorized to issue 493,084 shares under this plan.

On May 11, 2004 our shareholders approved the 2004 Stock Incentive Plan (the “2004 Plan”). The 2004 Plan included 750,000 of our common shares that may be granted for stock options and restricted stock awards. During 2014, we issued the service based restricted stock, the performance based restricted stock and the stock options noted below under the 2004 Plan. The 2004 Plan has expired and no future issuances will be made from this plan.

Service Based Restricted Stock

During 2014, we issued 23,000 shares of restricted stock units to certain members of our management that will be settled in one share of common stock of the company per unit. These restricted stock units vest in increments of 25% per year over the next four years. We valued the units at a fair value of $14.57 per unit, which was the closing price of our stock on the last trading date prior to the grant date. For the year ended December 31, 2014, we recorded expense of $83,778 related to these restricted stock units.

Performance Based Restricted Stock

During 2014, we made available up to 23,000 shares of performance based restricted stock units to certain members of our management. Shares underlying the performance based restricted stock units will be issued upon achieving certain established EPS goals at the end of fiscal year 2015. For the year ended 2014, we did not record any expense related to these restricted stock units as it is uncertain if we will reach the performance goals.

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Stock Options

During 2014, we issued 23,000 shares of stock options to certain members of our management. These stock options vest in increments of 20% per year over the next five years. The options are exercisable at $14.57 per option, which was the closing price of our stock on the last trading date prior to the grant date. We have determined the fair value of the options to be $5.94 per option using the Black Scholes calculation. The significant assumptions utilized for the Black Scholes calculations consist of an expected life of 6.5 years, historical volatility of 52.04%, a risk free interest rate of 2.41%, a dividend yield of 2.75% and an employee forfeiture rate of 3.8%. Our expected life estimate is based on the sum of the vesting terms divided by the number of vesting tranches. For the year ended 2014, we recorded expense of $27,324 related to these stock options.

For the above issuances under the plan, we expect to recognize expense in the years 2015 through 2018 as follows:

2015	$	102,555
2016		98,282
2017		94,009
2018		22,069
Total	$	316,915

The following summarizes stock option transactions from January 1, 2014 through December 31, 2014:

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Actual Term		Aggregate Intrinsic Value
Options outstanding at January 1, 2014		-	$	-
Issued		23,000	$	14.57
Exercised		-	$	-
Forfeited		-	$	-
Options outstanding at December 31, 2014		23,000	$	14.57		9.0	$	-
Options exercisable at:
January 1, 2014		-	$	-			$	-
December 31, 2014		-	$	-
						-	$	-
Unvested options at December 31, 2014		23,000	$	14.57		9.0	$	-

During the year ended December 31, 2014, we issued 13,678 shares of common stock to members of our Board of Directors and an employee. We recorded compensation expense of $196,000, which was the fair market value of the shares on the grant dates. The shares are fully vested.

The Company has authorized 250,000 shares of voting preferred stock without par value. No shares are issued or outstanding. Also, the Company has authorized 250,000 shares of non-voting preferred stock without par value. Of these, 125,000 shares have been designated Series A non-voting convertible preferred stock with a stated value of $.06 per share, of which no shares are issued or outstanding at December 31, 2014 and 2013, respectively.

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The plans generally provided for grants with the exercise price equal to fair value on the date of grant, graduated vesting periods of up to 5 years, and lives not exceeding 10 years.

The following summarizes stock option transactions from January 1, 2013 through December 31, 2013:

Outstanding at December 31, 2012	10,000		$	24.36
Issued	-		$	-
Exercised	-		$	-
Forfeited	(10,000	)	$	24.36
Outstanding at December 31, 2013	-		$	-		$	-
Options exercisable at December 31, 2013	-		$	-		$	-
Unvested options at December 31, 2013	-		$	-	-	$	-

There were no options granted during the years 2013 or 2012.

In June 2009, our Board of Directors adopted a Rights Agreement, which provides for one preferred share purchase right to be associated with each share of our outstanding common stock. Shareholders exercising these rights would become entitled to purchase shares of Series B Junior Participating Cumulative Preferred Stock. The rights are exercisable after the time when a person or group of persons without the approval of the Board of Directors acquire beneficial ownership of 20 percent or more of our common stock or announce the initiation of a tender or exchange offer which if successful would cause such person or group to beneficially own 20 percent or more of the common stock. Such exercise would ultimately entitle the holders of the rights to purchase at the exercise price, shares of common stock of the surviving corporation or purchaser, respectively, with an aggregate market value equal to two times the exercise price. The person or groups effecting such 20 percent acquisition or undertaking such tender offer would not be entitled to exercise any rights. The Rights Agreement was renewed in June 2012 and expires in June 2017.

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