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13. Stockholders' Equity
12 Months Ended
Dec. 31, 2012
Equity [Abstract]  
13. Stockholders' Equity

Dividend Declared

 

Dividends declared and paid on Common Stock were $533,763 and $230,303 for the years ended December 31, 2012 and 2011, respectively. The Company’s Board of Directors approved a quarterly dividend on February 22, 2013 of $.04 per share payable in cash on March 15, 2013 to stockholders of record as of March 7, 2013.

 

Preferred Stock

 

During 2001, the Company amended its Certificate of Incorporation to provide for the authority to issue 1,000,000 shares of Preferred Stock, with a par value of $.01 per share. The Board of Directors has the authority to issue shares of Preferred Stock from time to time in a series and to fix, before the issuance of each series, the number of shares in each series and the designation, liquidation preferences, conversion privileges, rights and limitations of each series. There was no preferred stock issued as of December 31, 2012 and 2011.

 

Other Equity Compensation

For the years ended December 31, 2012 and 2011, there was no other equity compensation.

  

Stock Options

 

Pursuant to the Company’s 2005 Equity Participation Plan (the “2005 Plan”), which provides for the issuance of incentive stock options, non-statutory stock options and restricted stock, a maximum of 550,000 shares of Common Stock are permitted to be issued pursuant to options granted and restricted stock issued. Incentive stock options granted under the 2005 Plan expire no later than ten years from date of grant (except no later than five years for a grant to a 10% stockholder). The Board of Directors or the Stock Option Committee determines the expiration date with respect to non-statutory options, and the vesting provisions for restricted stock, granted under the 2005 Plan.

 

The results of operations for the years ended December 31, 2012 and 2011 include share-based stock option compensation expense totaling approximately $48,000 and $106,000, respectively. Stock-based compensation expense related to stock options is net of estimated forfeitures of 21% for the years ended December 31, 2012 and 2011. Such amounts have been included in the Consolidated Statements of Comprehensive Income within other operating expenses.

 

Stock option compensation expense in 2012 and 2011 is the estimated fair value of options granted amortized on a straight-line basis over the requisite service period for the entire portion of the award. The weighted average estimated fair value of stock options granted during the year ended December 31, 2012 was $2.47 per share. No stock options were granted during year ended December 31, 2011. The fair value of options at the grant date was estimated using the Black-Scholes option-pricing method. The following weighted average assumptions were used for grants during the year ended December 31, 2012:

 

Dividend Yield     0.00 %
Volatility     50.89% - 89.27 %
Risk-Free Interest Rate     .61 %
Expected Life   5 years  

 

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because our stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of our stock options.

 

A summary of option activity under the Company’s 2005 Plan for the year ended December 31, 2012 is as follows:

 

    Number of Shares     Weighted Average Exercise Price per Share     Weighted Average Remaining Contractual Term     Aggregate Intrinsic Value  
                         
Outstanding at January 1, 2012     393,865     $ 2.32       2.28     $ 498,913  
                                 
Granted     10,000     $ 4.81       -     $ 600  
Exercised     (168,750 )   $ 2.12       -     $ 515,281  
Forfeited     -     $ -       -     $ -  
                                 
Outstanding at December 31, 2012     235,115     $ 2.58       2.24     $ 539,485  
                                 
Vested and Exercisable at December 31, 2012     165,398     $ 2.48       2.13     $ 395,556  

 

The aggregate intrinsic value of options outstanding and options exercisable at December 31, 2012 is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s Common Stock for the options that had exercise prices that were lower than the $4.87 closing price of the Company’s Common Stock on December 31, 2012. The total intrinsic value of options exercised in year ended December 31, 2012 was $515,281, determined as of the date of exercise.

 

Participants in the 2005 Plan may exercise their outstanding vested options, in whole or in part, by having the Company reduce the number of shares otherwise issuable by a number of shares having a fair market value equal to the exercise price of the option being exercised (“Net Exercise”). The Company received cash proceeds of $47,075 from the exercise of options for the purchase of 22,500 shares of Common Stock in the year ended December 31, 2012. The remaining 146,250 options exercised in 2012 were Net Exercises.

 

As of December 31, 2012 and 2011, the fair value of unamortized compensation cost related to unvested stock option awards was approximately $26,000 and $55,000, respectively. Unamortized compensation cost as of December 31, 2012 is expected to be recognized over a remaining weighted-average vesting period of 1.71 years. The total fair value of shares vested during the years ended December 31, 2012 and 2011 was approximately $135,000 and $127,000, respectively.

 

As of December 31, 2012, there were 143,635 shares reserved under the 2005 Plan.