Stock Options

3 Months Ended

Sep. 30, 2024

Stock Options

Stock Options

NOTE 10 - Stock Options

The Company follows ASC 718 (“Share-Based Payment”), which requires that all share-based payments to employees, including stock options, be recognized as compensation expense in the consolidated financial statements based on their fair values and over the requisite service period. For the three months ended September 30, 2024 and 2023, the Company recorded non-cash compensation expense of

$371,000 ($0.01 per basic and diluted share) and $307,000 ($0.01 per basic and diluted share), respectively, relating to stock-based compensation which are included in SG&A in the consolidated statements of income.

2012 Employee Stock Option Plan

In December 2012, the stockholders approved the 2012 Employee Stock Option Plan (the 2012 Employee Plan). The 2012 Employee Plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 1,900,000 shares of the Company’s common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options, which are intended to qualify as incentive stock options (“ISOs”) or non-incentive stock options, to valued employees. Any plan participant who is granted ISOs and possesses more than 10% of the voting rights of the Company’s outstanding common stock must be granted an option with a price of at least 110% of the fair market value on the date of grant and a term of 10 years.

Under the 2012 Employee Plan, stock options may be granted to valued employees with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable, in whole or in part, at 20% per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At September 30, 2024, 361,036 stock options were outstanding, 198,060 stock options were exercisable and no further stock options were available for grant under this plan.

No stock options were granted during the three months ended September 30, 2024 and 2023, respectively. No options may be granted under this plan after December 2022.

The following table reflects activity under the 2012 Employee Plan for the three months ended September 30:

	2024				2023
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		363,036	$	21.47		521,580	$	19.37
Granted		—		—		—		—
Forfeited/Lapsed		—		—		—		—
Exercised		(2,000)	$	26.94		—		—
Outstanding, end of period		361,036	$	21.44		521,580	$	19.37
Exercisable, end of period		198,060	$	20.97		258,328	$	17.40
Weighted average fair value at grant date of options granted		n/a				n/a
Total intrinsic value of options exercised	$	35,000				n/a
Total intrinsic value of options outstanding	$	6,869,000			$	1,763,000
Total intrinsic value of options exercisable	$	3,860,000			$	1,358,000

A total of 2,000 and 0 stock options were exercised during the three months ended September 30, 2024 and 2023, respectively.  $54,000 cash was received from the option exercises during the three months ended September 30 ,2024. The actual tax benefit realized for the tax deductions from option exercises during the three months ended September 30, 2024 and 2023 was $0 and $0, respectively.

The following table summarizes information about stock options outstanding under the 2012 Employee Plan at September 30, 2024:

	Options outstanding				Options exercisable
		Weighted average
	Number	remaining	Weighted average		Number	Weighted average
Range of exercise prices	outstanding	contractual life	exercise price		exercisable	exercise price
$10.02 ‑ $26.94	361,036	6.90	$	21.44	198,060	$	20.97
	361,036	6.90	$	21.44	198,060	$	20.97

As of September 30, 2024, there was $885,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012 Employee Plan. 9,100 and 10,700 options vested during the three months ended September 30, 2024 and 2023, respectively. The total grant date fair value of the options vesting during the three months ended September 30, 2024 and 2023 was $112,000 and $124,000, respectively

2012 Non-Employee Stock Option Plan

In December 2012, the stockholders approved the 2012 Non-Employee Stock Option Plan (the 2012 Non-Employee Plan). This plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 100,000 shares of the Company’s common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.

Under the 2012 Non-Employee Plan, stock options may be granted with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable in whole or in part at 20% per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At September 30, 2024, 20,400 stock options were outstanding, 16,560 stock options were exercisable and no further stock options were available for grant under this plan after December 2022.

The following table reflects activity under the 2012 Non-Employee Plan for the three months ended September 30:

	2024				2023
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		20,400	$	14.39		20,400	$	14.39
Granted		—		—		—		—
Forfeited/Lapsed		—		—		—		—
Exercised		—		—		—		—
Outstanding, end of period		20,400	$	14.39		20,400	$	14.39
Exercisable, end of period		16,560	$	12.41		13,920	$	10.99
Weighted average fair value at grant date of options granted		n/a				n/a
Total intrinsic value of options exercised		n/a				n/a
Total intrinsic value of options outstanding	$	532,000			$	167,000
Total intrinsic value of options exercisable	$	465,000			$	159,000

No stock options were exercised during the three months ended September 30, 2024 and 2023, respectively. No cash was received from option exercises during the three months ended September 30, 2024 and 2023, respectively, and the actual tax benefit realized for the tax deductions from option exercises was $0 for both periods.

The following table summarizes information about stock options outstanding under the 2012 Non-Employee Plan at September 30, 2024:

	Options outstanding				Options exercisable
		Weighted average	Weighted			Weighted
	Number	remaining	average exercise		Number	average exercise
Range of exercise prices	outstanding	contractual life	price		exercisable	price
$4.35 - $22.93	20,400	5.40	$	14.39	16,560	$	12.41
	20,400	5.40	$	14.39	16,560	$	12.41

As of September 30, 2024, there was $19,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012 Non-Employee Plan. No options vested during the three months ended September 30, 2024 and 2023, respectively.

2018 Non-Employee Stock Option Plan

In December 2018, the stockholders approved the 2018 Non-Employee Stock Option Plan (the “2018 Non-Employee Plan”). This plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 100,000 shares of the Company's common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.

Under the 2018 Non-Employee Plan, stock options may be granted with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable in whole or in part at 20% per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At September 30, 2024, 64,900 stock options were outstanding, 59,500 stock options were exercisable and 4,000 further stock options were available for grant under this plan.

There were no options granted during the three months ended September 30, 2024 and 2023. No options may be granted under this plan after December 2028. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2024	2023
Risk-free interest rates	n/a	n/a
Expected lives	n/a	n/a
Expected volatility	n/a	n/a
Expected dividend yields	n/a	n/a

The following table reflects activity under the 2018 Non-Employee Plan for the three months ended September 30:

	2024				2023
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		68,900	$	14.54		75,000	$	14.83
Granted		—		—		—		—
Forfeited/Lapsed		(4,000)	$	22.93		—		—
Exercised		—				—		—
Outstanding, end of period		64,900	$	14.02		75,000	$	14.83
Exercisable, end of period		59,500	$	13.21		50,720	$	12.87
Weighted average fair value at grant date of options granted		n/a				n/a
Total intrinsic value of options exercised		n/a				n/a
Total intrinsic value of options outstanding	$	1,716,000			$	570,000
Total intrinsic value of options exercisable	$	1,621,000			$	480,000

No stock options were exercised during the three months ended September 30, 2024 and 2023, respectively. No cash was received from option exercises during the three months ended September 30, 2024 and 2023, respectively, and the actual tax benefit realized for the tax deductions from option exercises was $0 for both periods.

The following table summarizes information about stock options outstanding under the 2018 Non-Employee Plan at September 30, 2024:

	Options outstanding				Options exercisable
		Weighted average	Weighted			Weighted
	Number	remaining	average exercise		Number	average exercise
Range of exercise prices	outstanding	contractual life	price		exercisable	price
$8.10 - $22.93	64,900	5.35	$	14.02	59,500	$	13.21
	64,900	5.35	$	14.02	59,500	$	13.21

As of September 30, 2024, there was $27,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2018 Non-Employee Plan. No options vested during the three months ended September 30, 2024, respectively.

2020 Non-Employee Stock Option Plan

In May 2020, the stockholders approved the 2020 Non-Employee Stock Option Plan (the “2020 Non-Employee Plan”). This plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 100,000 shares of the Company's common

stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.

Under the 2020 Non-Employee Plan, stock options may be granted with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable in whole or in part at 20% per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At September 30, 2024, 51,900 stock options were outstanding, 34,140 stock options were exercisable and 45,100 stock options were available for grant under this plan.

No options were granted during the three months ended September  30, 2024 and 2023, respectively. No options may be granted under this plan after May 2030. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2024	2023
Risk-free interest rates	n/a	n/a
Expected lives	n/a	n/a
Expected volatility	n/a	n/a
Expected dividend yields	n/a	n/a

The following table reflects activity under the 2020 Non-Employee Plan for the three months ended September 30:

	2024				2023
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		56,900	$	23.35		56,900	$	23.35
Granted		—		—		—		—
Forfeited/Lapsed		(2,000)	$	26.94		—		—
Exercised		(3,000)	$	26.94		—		—
Outstanding, end of period		51,900	$	23.00		56,900	$	23.35
Exercisable, end of period		34,140	$	21.42		25,760	$	21.21
Weighted average fair value at grant date of options granted		n/a				n/a
Total intrinsic value of options exercised	$	32,000				n/a
Total intrinsic value of options outstanding	$	906,000			$	109,000
Total intrinsic value of options exercisable	$	650,000			$	87,000

A total of 3,000 and 0 stock options were exercised during the three months ended September 30, 2024 and 2023, respectively. 3,000 stock options exercised during the three months ended September 30, 2024 were settled by the company withholding 2,151 shares from the shares issuable on exercise of the options. The withheld shares of common stock had an aggregate fair market value on the date of exercise equal to the purchase price being paid. The actual tax benefit realized for the tax deductions from option exercises during the three months ended September 30, 2024 and 2023 was $7,000 and $0, respectively.

The following table summarizes information about stock options outstanding under the 2020 Non-Employee Plan at September 30, 2024:

	Options outstanding				Options exercisable
		Weighted average
	Number	remaining	Weighted average		Number	Weighted average
Range of exercise prices	outstanding	contractual life	exercise price		exercisable	exercise price
$11.40 - $30.71	51,900	7.29	$	23.00	34,140	$	21.42
	51,900	7.29	$	23.00	34,140	$	21.42

As of September 30, 2024, there was $163,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2020 Non-Employee Plan. 7,000 options vested during both the three months ended September 30, 2024 and 2023, respectively. The total grant date fair value of the options vesting during the three months ended September 30, 2024 and 2023 under this plan was $79,000 each period.

2022 Employee Stock Option Plan

In December 2022, the stockholders approved the 2022 Employee Stock Option Plan (the “2022 Employee Plan”). The plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of 950,000 shares of the Company’s common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options, which are intended to qualify as incentive stock options (“ISOs”) or non-incentive stock options, to valued employees. Any plan participant who is granted ISOs and possesses more than 10% of the voting rights of the Company’s outstanding common stock must be granted an option with a price of at least 110% of the fair market value on the date of grant.

Under the 2022 Employee Plan, stock options may be granted to valued employees with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable, in whole or in part, at 20% per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At September 30, 2024, 130,000 stock options were outstanding, 26,000 stock options were exercisable and 820,000 stock options were available for grant under this plan.

No stock options were granted during the three months ended September 30, 2024 and 2023, respectively. No options may be granted under this plan after December 2032. The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2024	2023
Risk-free interest rates	n/a	n/a
Expected lives	n/a	n/a
Expected volatility	n/a	n/a
Expected dividend yields	n/a	n/a

The following table reflects activity under the 2022 Employee Plan for the three months ended September 30:

	2024				2023
			Weighted average				Weighted average
	Options		exercise price		Options		exercise price
Outstanding, beginning of year		130,000	$	41.38		5,000		40.01
Granted		—		—		—		—
Forfeited/Lapsed		—		—		(5,000)	$	40.01
Exercised		—		—		—		—
Outstanding, end of period		130,000	$	41.38		—		—
Exercisable, end of period		26,000	$	41.38		—		—
Weighted average fair value at grant date of options granted		n/a				n/a
Total intrinsic value of options exercised		n/a				n/a
Total intrinsic value of options outstanding	$	189,000				n/a
Total intrinsic value of options exercisable	$	38,000				n/a

No options were exercised during the three months ended September 30, 2024 and 2023, respectively. No cash was received from option exercises during the three months ended September 30, 2024 and 2023 and the actual tax benefit realized for the tax deductions from option exercises was $0.

The following table summarizes information about stock options outstanding under the 2022 Employee Plan at September 30, 2024:

	Options outstanding				Options exercisable
		Weighted average
	Number	remaining	Weighted average		Number	Weighted average
Range of exercise prices	outstanding	contractual life	exercise price		exercisable	exercise price
$21.60 - $49.39	130,000	9.56	$	41.38	26,000	$	41.38
	130,000	9.56	$	41.38	26,000	$	41.38

As of September 30, 2024, there was $1,955,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2022 Employee Plan. No options vested during the three months ended September 30, 2024 and 2023, respectively.