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Stock-Based Compensation
12 Months Ended
Jun. 30, 2019
Stock-Based Compensation  
Stock-Based Compensation

10.           Stock-Based Compensation

We have a stock incentive plan providing for the grant of incentive stock options to employees and non-qualified stock options to employees and directors. The Compensation Committee of the Board of Directors (“Compensation Committee”) administers the Amended and Restated 2011 Stock Incentive Plan. Under the plan, the Compensation Committee may award stock options and shares of common stock on a restricted basis. The plan also specifically provides for stock appreciation rights and authorizes the Compensation Committee to provide, either at the time of the grant of an option or otherwise, that the option may be cashed out upon terms and conditions to be determined by the Compensation Committee or the Board of Directors.

Option awards are granted with an exercise price equal to the market price of our stock at the date of grant. We recognize stock compensation expense in accordance with ASC 718‑10 over the requisite service period of the individual grantees, which generally equals the vesting period. All our stock compensation is accounted for as equity instruments.

Our Amended and Restated 2011 Stock Incentive Plan (the "Stock Plan") became effective November 1, 2011 and replaced the 2001 Stock Option Plan that expired on October 31, 2011. The Stock Plan terminates on October 31, 2021. During our fiscal year ended June 30, 2019, stockholders authorized a 900,000 share increase to the Stock Plan, increasing the total authorized shares to 2,000,000 under the Stock Plan. At June 30, 2019, there were 787,219 shares available for future grants.

We recorded stock-based compensation related to the issuance of stock options and restricted stock to employees and board members, as follows:

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended June 30, 

 

    

2019

    

2018

 

 

(Amounts in thousands)

General and administrative

 

$

231

 

$

2,143

 

Restricted Stock Awards

During fiscal year 2019, we issued 137,500 shares of restricted stock. These restricted awards were issued to employees, executives, and board members and vest ratably over three years. Vesting is based solely on a service condition, and restrictions generally release ratably over the service period. The weighted-average grant date fair value per share for our restricted stock awards is the closing price on the date of grant. A summary of the activity of our service-condition restricted stock awards during fiscal year 2019 is presented below:

 

 

 

 

 

 

 

 

 

 

 

Weighted-

 

 

 

 

Average

 

 

 

 

Grant Date

Restricted Stock Awards

    

Shares

    

Fair Value

 

 

 

 

 

 

Non-vested at July 1, 2018

 

60,000

 

$

5.71

Granted

 

137,500

 

 

3.69

Vested

 

(17,500)

 

 

5.75

Forfeited

 

(12,500)

 

 

5.74

Non-vested at June 30, 2019

 

167,500

 

$

4.15

 

In conjunction with the sale of our Content Delivery business on December 31, 2017 (see Note 3 – Discontinued Operations), substantially all of the previously non-vested restricted stock awards (including 50,000 performance-based restricted stock awards) were accelerated to vest as determined by our Board of Directors, resulting in stock-based compensation expense of $1,745,000 during the second quarter of our fiscal year 2018. In January 2018, we allowed for the net settlement of certain of these awards for the payment of payroll taxes due to certain non-Section 16 employees. Such net settlement resulted in the Company acquiring and retiring 41,566 shares of its common stock.

Additionally, one of our independent directors resigned from the Board of Directors effective December 31, 2017, and we accelerated the vesting of 7,500 shares of previously non-vested restricted stock held by that director. This acceleration of vesting resulted in incremental stock compensation expense of $43,000 during the fiscal year ended June 30, 2018.

In conjunction with the resignation of three of our independent directors in July 2017, we accelerated the vesting of 5,400 shares of restricted stock held by each of the resigning directors. This acceleration of vesting resulted in incremental stock compensation expense of $37,000 during the fiscal year ended June 30, 2018.

All remaining stock-based compensation expense for the fiscal years ended June 30, 2019 and 2018 resulted from vesting of shares over their respective vesting periods. Total remaining compensation cost of restricted stock awards issued but not yet vested as of June 30, 2019 is $465,000, which is expected to be recognized over the weighted average period of 2.5 years.

Stock Options

We use a Black-Scholes option valuation model to determine the grant date fair value of stock-based compensation. The Black-Scholes model incorporates various assumptions including the expected term of awards, volatility of stock price, risk-free rates of return, and dividend yield. The expected term of an award is no less than the option vesting period and is based on our expectations under our current operating environment. Expected volatility is based upon the historical volatility of the Company’s stock price. The risk-free interest rate is approximated using rates available on U.S. Treasury securities with a remaining term similar to the option’s expected life. We use a dividend yield of zero in the Black-Scholes option valuation model, as we do not anticipate paying cash dividends in the foreseeable future. Stock-based compensation is recorded net of expected forfeitures.

As of June 30, 2019 and 2018, we had 15,000 stock options outstanding, of which, at June 30, 2019, 5,000 options vested and were exercisable, at a weighted-average exercise price of $5.42, with a weighted-average remaining contractual term of 8.89 years.

The total intrinsic value of options both outstanding and exercisable was nil for both fiscal years ended June 30, 2019 and 2018. Total remaining compensation cost of stock options granted, but not yet vested as June 30, 2019 is $10,000, which is expected to be recognized over the weighted average remaining period of 1.6 years. We generally issue new shares to satisfy option exercises.

During the fiscal years ended June 30, 2019 and 2018, we received $0 from the exercise of stock options.