Note 2 – Equity and Stock Based Compensation

Stock-Based Compensation

During the three months ended March 31, 2014 and 2013, we issued 125,209 and 217,890, respectively, of Class A Nonvoting shares to an executive employee associated with the vesting of his prior years’ stock grants. During the three months ended March 31, 2014, we accrued $187,500 in compensation expense associated with the vesting of executive employee stock grants. During the three months ended March 31, 2013, we accrued $188,000 in compensation expense associated with the vesting of executive employee stock grants.

Employee/Director Stock Option Plan

We have a long-term incentive stock option plan that provides for the grant to eligible employees, directors, and consultants of incentive or nonstatutory options to purchase shares of our Class A Nonvoting Common Stock and Class B Voting Common Stock. Currently we issue options under our 2010 Stock Incentive Plan.

When the Company’s tax deduction from an option exercise exceeds the compensation cost resulting from the option, a tax benefit is created. FASB ASC 718-20 relating to Stock-Based Compensation (“FASB ASC 718-20”), requires that excess tax benefits related to stock option exercises be reflected as financing cash inflows instead of operating cash inflows. For the three months ended March 31, 2014 and 2013 there was no impact to the unaudited condensed consolidated statement of cash flows because there were no recognized tax benefits from stock option exercises during these periods.

FASB ASC 718-20 requires companies to estimate forfeitures. Based on our historical experience and the relative market price to strike price of the options, we do not currently estimate any forfeitures of vested or unvested options.

In accordance with FASB ASC 718-20, we estimate the fair value of our options using the Black-Scholes option-pricing model, which takes into account assumptions such as the dividend yield, the risk-free interest rate, the expected stock price volatility, and the expected life of the options. As we intend to retain all earnings, we exclude the dividend yield from the calculation. We expense the estimated grant date fair values of options issued on a straight-line basis over the vesting period.

For the 20,000 and 20,000 options granted during the three months ended March 31, 2014 and 2013, respectively, we estimated the fair value of these options at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions:



	2014	2013
Stock option exercise price	$7.40	$5.55
Risk-free interest rate	2.88%	1.87%
Expected dividend yield	--	--
Expected option life in years	4	5
Expected volatility	30.65%	31.99%
Weighted average fair value	$2.46	$1.74

Based on the above calculation and prior years’ assumptions, and, in accordance with the FASB ASC 718-20, we recorded compensation expense for the total estimated grant date fair value of $34,000 for the three months ended March 31, 2014, and $57,000 for the three months ended March 31, 2013. At March 31, 2014, the total unrecognized estimated compensation cost related to non-vested stock options granted was $432,000, which we expect to recognize over a weighted average vesting period of 2.15 years. For the three months ended March 31, 2014, 500 options were exercised. The intrinsic, unrealized value of all options outstanding, vested and expected to vest, at March 31, 2014 was $940,000 of which 68.9% are currently exercisable.

Pursuant to both our 1999 Stock Option Plan and our 2010 Stock Incentive Plan, all stock options expire within ten years of their grant date. The aggregate total number of shares of Class A Nonvoting Common Stock and Class B Voting Common Stock authorized for issuance under our 2010 Stock Incentive Plan is 1,250,000. At the discretion of our Compensation and Stock Options Committee, the vesting period of stock options is usually between zero and four years.

We had the following stock options outstanding and exercisable as of March 31, 2014 and December 31, 2013:



			Weighted							Weighted Average
	Common Stock		Average Exercise				Common Stock			Price of
	Options		Price of Options				Exercisable			Exercisable
	Outstanding		Outstanding				Options			Options
	Class A	Class B	Class A		Class B		Class A	Class B	Class A		Class B
Outstanding - January 1, 2013	672,350	185,100	$	6.24	$	9.90	546,350	185,100	$	6.26	$	9.90
Granted	175,000	--	$	6.19	$	--	--	--		--		--
Exercised	(137,500)	--	$	4.00	$	--	--	--		--		--
Outstanding - December 31, 2013	709,850	185,100	$	6.24	$	9.90	490,350	185,100	$	6.85	$	9.90
Granted	20,000	--	$	7.40	$	--	--	--		--		--
Exercised	(500)	--	$	6.23	$	--	--	--		--		--
Outstanding - March 31, 2014	729,350	185,100	$	6.68	$	9.90	510,350	185,100	$	6.87	$	9.90

The weighted average remaining contractual life of all options outstanding, vested, and expected to vest at March 31, 2014 and December 31, 2013 was approximately 4.46 and 4.70 years, respectively. The weighted average remaining contractual life of the exercisable options outstanding at March 31, 2014 and December 31, 2013 was approximately 3.42 and 3.63 years, respectively.