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SHARE-BASED COMPENSATION
6 Months Ended
Dec. 31, 2020
Share-based Payment Arrangement [Abstract]  
SHARE-BASED COMPENSATION

NOTE 7. SHARE-BASED COMPENSATION


Through June 2014, we had two equity compensation plans, the Second Amended and Restated 2004 Stock Option Plan (the “Employee Stock Option Plan”) and the Amended and Restated 2004 Directors’ Stock Option Plan (the “Directors’ Stock Option Plan”) (collectively, the “Former Stock Option Plans”). The Employee Stock Option Plan and Director’s Stock Option Plan were terminated in June 2014 and December 2014, respectively.


In September 2016, our Board approved the establishment of the 2016 Equity Incentive Plan, which was approved by our shareholders at our 2016 Annual Meeting. The 2016 Equity Incentive Plan provides for the award of up to 1,500,000 shares of our common stock in the form of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted shares, restricted stock units, performance awards, and other stock-based awards. As of December 31, 2020, 200,000 performance awards and 310,000 non-qualified stock options have been granted under the 2016 Equity Incentive Plan.

 

Former Stock Option Plans


No options were granted under the Former Stock Option Plans during the three or six months ended December 31, 2020 and 2019.


As of December 31, 2020, there was no unrecognized compensation cost under the Former Stock Option Plans, as all outstanding stock options are fully vested. As of December 31, 2020, the options outstanding had a weighted average remaining contractual life of 0.92 years and an intrinsic value of $919,000. Following is a summary of stock option activity for the six months ended December 31, 2020 and 2019:


 

 

Six Months Ended December 31,

 

 

 

2020

 

 

2019

 

 

 

Number of Shares

 

 

Weighted-Average
Exercise Price

 

 

Number of Shares

 

 

Weighted-Average
Exercise Price

 

Outstanding at July 1,

 

 

54,000

 

 

$

1.86

 

 

 

54,000

 

 

$

1.86

 

Options granted

 

 

 

 

 

 

 

 

 

 

 

 

Options exercised

 

 

(22,500

)

 

 

1.94

 

 

 

 

 

 

 

Options forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at end of period

 

 

31,500

 

 

$

1.81

 

 

 

54,000

 

 

$

1.86

 

Stock Options Exercisable at  December 31,

 

 

31,500

 

 

$

1.81

 

 

 

54,000

 

 

$

1.86

 


Performance Awards


In December 2017, the Compensation Committee of our Board of Directors granted 200,000 performance awards to our employees, which will generally be paid in shares of our common stock. Whether any performance awards vest, and the amount that does vest, is tied to the completion of service periods that range from 7 months to 9.5 years at inception and the achievement of our common stock trading at certain pre-determined prices. The weighted average fair value of the performance awards granted was $4.46, calculated using the weighted average fair market value for each award, using a Monte Carlo simulation. In February 2020, the Compensation Committee reallocated 48,000 previously forfeited awards, having the same remaining terms and conditions, to certain other employees. The weighted average fair value of the performance awards reallocated in 2020 was $16.90, calculated using the weighted average fair market value for each award, using a Monte Carlo simulation. During the three months ended December 31, 2020 and 2019, we recorded share-based compensation expense of $21,000 and $8,000, respectively, related to outstanding performance awards. During the six months ended December 31, 2020 and 2019, we recorded share-based compensation expense of $42,000 and $16,000, respectively, related to outstanding performance awards. On December 31, 2020, there was approximately $202,000 of unrecognized compensation cost related to non-vested performance awards expected to be expensed over the weighted-average period of 3.49 years. 


On July 1, 2020, it was determined by the Compensation Committee of our Board of Directors that the second of five tranches of 40,000 performance awards had been achieved and participants were awarded 40,000 shares of common stock. Each participant elected a net issuance to cover their individual withholding taxes and, therefore, we issued 25,629 shares and paid $259,000 of participant-related payroll tax liabilities.


Non-Qualified Stock Options


In December 2020, the Compensation Committee of our Board of Directors granted 310,000 stock options to our directors and certain employees under the 2016 Equity Incentive Plan. Whether any stock options vest, and the amount that does vest, is tied to the completion of service periods that range from 18 months to 10.5 years at inception and the achievement of our common stock trading at certain pre-determined prices. We recorded compensation expense of $18,000 for the three and six months ended December 31, 2020, related to these options. The weighted average fair value of the stock option awards granted was calculated using a Monte Carlo simulation.


Employee Stock Purchase Plan


In September 2014, our Board approved the establishment of an Employee Stock Purchase Plan (the “ESPP”), which was approved by our shareholders at our 2014 Annual Meeting. The ESPP conforms to the provisions of Section 423 of the Internal Revenue Code, has coterminous offering and purchase periods of six months, and bases the pricing to purchase shares of our common stock on a formula so as to result in a per share purchase price that approximates a 15% discount from the market price of a share of our common stock at the end of the purchase period. The Board of Directors also approved the provision that shares formerly reserved for issuance under the Former Stock Option Plans in excess of shares issuable pursuant to outstanding options under those plans, aggregating 704,715 shares, be reserved for issuance pursuant to the ESPP.


During the three months ended December 31, 2020 and 2019, we did not record any share-based compensation expense relating to the ESPP, due to the fact that no six-month offering period ended during either quarter. During the six months ended December 31, 2020 and 2019, 1,485 and 1,292 shares of our common stock were purchased under the ESPP, respectively, and allocated to employees based upon their contributions at prices of $16.94 and $11.76, respectively, per share. On a cumulative basis, since the inception of the ESPP, employees have purchased a total of 23,271 shares of our common stock. During the six months ended December 31, 2020 and 2019, we recorded share-based compensation expense in the amount of $4,000 and $3,000, respectively, relating to the ESPP.