XML 28 R18.htm IDEA: XBRL DOCUMENT v2.4.0.6
Share-Based Compensation:
12 Months Ended
Sep. 30, 2011
Share-Based Compensation:  
Share-Based Compensation:

13. Share-Based Compensation:

        The Company accounts for share-based compensation under the provisions of ASC Topic 505-50 and ASC Topic 718 by using the fair value method for expensing stock options and non-vested stock awards.

        Total share-based compensation expense was $371,000, $371,000 and $691,000 for the fiscal years ended September 30, 2011, 2010, and 2009, respectively. The income tax impact recognized as a (charge) credit to additional paid-in capital in the statement of shareholders' equity related to share-based compensation arrangements was $7,000, ($2,000) and $2,000 for the fiscal years ended September 30, 2011, 2010, and 2009, respectively. Compensation expense related to share-based awards is recorded as a component of general and administrative expense.

        The Company has three share-based compensation plans, the 1998 Stock Option Plan (the "1998 Plan"), the 2003 Restricted Stock Plan (the "Restricted Plan") and the 2009 Stock-Based Incentive Compensation Plan (the "2009 Plan"). These plans were approved by the Company's shareholders. The 1998 Plan expired on November 13, 2008.

1998 Stock Option Plan

        The 1998 Plan allowed granting of incentive and nonqualified stock options to employees, officers, directors and independent contractors and consultants. No stock options were granted to independent contractors or consultants under this plan. Total compensation expense associated with awards under the 1998 Plan was $117,000, $159,000, and $492,000 for fiscal years ended September 30, 2011, 2010, and 2009 respectively.

        Incentive stock options granted under the 1998 Plan have exercise prices that are at least equal to the fair value of the common stock on grant date. Nonqualified stock options granted under the plan have exercise prices that are less than, equal to or greater than the fair value of the common stock on the date of grant. The Company reserved 3,389,000 shares of Common Stock for awards under the plan. On November 13, 2008, the 1998 Plan expired and no additional shares were granted under the Plan after that date.

        Following is a summary of option activity under the 1998 Plan for fiscal years ended September 30, 2011, 2010, and 2009 and changes during the periods then ended:

 
  Options   Weighted
Average
Exercise
Price
  Aggregate
Intrinsic
Value
 

Outstanding at September 30, 2008

    750,608   $ 9.76   $  
 

Granted

             
 

Exercised

             
 

Cancelled

    (144,059 )   11.09      
               

Outstanding at September 30, 2009

    606,549     9.45   $  
 

Granted

             
 

Exercised

             
 

Cancelled

    (115,349 )   10.49      
               

Outstanding at September 30, 2010

    491,200   $ 9.21   $  
 

Granted

             
 

Exercised

             
 

Cancelled

    (103,400 )   10.95      
               

Outstanding at September 30, 2011

    387,800   $ 8.74      
               

Vested and expected to vest

    384,300   $ 8.73   $ 112,691  
               

Options exercisable at September 30, 2011

    361,600   $ 8.50   $ 112,691  
               

        In fiscal 2011 and 2010 there were no options granted or exercised under the 1998 Plan; therefore, there is no weighted-average grant date fair value of individual options granted and no intrinsic value of exercised options.

        The following table summarizes information about stock options under the 1998 Plan at September 30, 2011:

Options Outstanding   Options Exercisable  
Range of Exercise
Prices
  Outstanding
As of
September 30,
2011
  Weighted-
Average
Remaining
Contractual
Life
  Weighted-
Average
Exercise
Price
  As of
September 30,
2011
  Weighted-
Average
Exercise
Price
 
$     — - $  5.00     181,800     1.6   $ 4.21     181,800   $ 4.21  
$  5.01 - $10.00     106,200     4.2     7.64     86,200     7.61  
$10.01 - $15.00     49,800     3.5     13.59     49,800     13.59  
$15.01 - $20.00     16,500     3.4     16.92     16,300     16.93  
$20.01 - $26.00     33,500     5.3     25.57     27,500     25.47  
                       
      387,800     2.9   $ 8.74     361,600   $ 8.50  
                       

        Fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Options are exercisable over a maximum term of ten years from date of grant and typically vest over periods of five years from the grant date. The expected term of options represents the period of time that options granted are expected to be outstanding and is based on historical experience. Expected volatility is based on historical volatility of the Company's stock. The risk free interest rate is based on U.S. Treasuries with constant maturities in effect at the time of grant. Compensation expense for employee stock options also includes an estimate for forfeitures and is recognized ratably over the vesting term. Since no options were granted in fiscal 2011, 2010 and 2009 from the 1998 Plan, the data for expected dividend, expected volatility, weighted average risk-free interest rate and expected lives is not applicable.

        At September 30, 2011, there was approximately $79,000 of unrecognized compensation cost, net of forfeitures, related to non-vested stock options, which is expected to be recognized over a period of approximately 1 year.

Restricted Plan

        The Restricted Plan for non-employee directors was approved by shareholders at the Company's February 26, 2004 Annual Meeting of Shareholders. It called for an annual award of non-vested stock having a fair market value of $40,000 at close of business on October 1 of each year for all eligible non-employee directors. The stock was awarded in four quarterly installments during the fiscal year provided the director was still serving on the board on the quarterly issue date. The last awards under the Restricted Plan were made in 2010, and there are no further shares to award under this Plan. However, the Company continued to make an annual grant of restricted shares under the 2009 Plan. Total share-based compensation expense for non-employee directors was $200,000, $200,000 and $200,000 for the fiscal years ended September 30, 2011, 2010 and 2009, respectively. The following table outlines restricted stock awards for fiscal years ended September 30, 2011, 2010 and 2009:

 
  Non-vested
Stock Awards
  Weighted Average
Share Price
 

Balance at September 30, 2008

    2,635   $ 19.00  
 

Granted

    36,230     5.52  
 

Issued

    (29,815 )   6.71  
 

Cancelled

         
           

Balance at September 30, 2009

    9,050   $ 5.52  
 

Granted

    41,150     4.86  
 

Issued

    (37,862 )   5.02  
 

Cancelled

         
           

Balance at September 30, 2010

    12,338   $ 4.86  
 

Granted

    43,385     4.61  
 

Issued

    (42,237 )   5.49  
 

Cancelled

         
           

Balance at September 30, 2011

    13,486   $ 4.61  
           

2009 Stock-Based Incentive Compensation Plan

        The 2009 Plan authorizes the grant of Stock Appreciation Rights ("SARs"), Restricted Stock, Options and other equity-based awards under the 2009 Plan (collectively referred to as "Awards"). Options granted under the 2009 Plan may be either "incentive stock options" as defined in section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), or nonqualified stock options, as determined by the Compensation Committee of the Company's Board of Directors (the "Committee").

        Subject to an adjustment necessary upon a stock dividend, recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, extraordinary or unusual cash distribution or other similar corporate transaction or event, the maximum number of shares of Common Stock available for Awards under the 2009 Plan shall be 1,200,000, all of which may be issued pursuant to Awards of incentive stock options. In addition, the Plan provides that no more than 300,000 shares may be awarded to any employee as a performance-based Award under Section 162(m) of the Code. At September 30, 2011 there were 928,901 shares of Common Stock available for awards under the plan.

        If any Award is forfeited, or if any Option terminates, expires or lapses without being exercised, shares of Common Stock subject to such Award will again be available for future grant. Any shares tendered by a participant in payment of the exercise price of an Option or the tax liability with respect to an Award (including, in any case, shares withheld from any such Award) will not be available for future grant under the 2009 Plan. If there is any change in the Company's corporate capitalization, the Committee shall proportionately and equitably adjust the number and kind of shares of Common Stock which may be issued in connection with future Awards, the number and kind of shares of Common Stock covered by Awards then outstanding under the 2009 Plan, the number and kind of shares of Common Stock available under the 2009 Plan, the exercise or grant price of any Award, or if deemed appropriate, make provision for a cash payment with respect to any outstanding Award, provided that no adjustment may be made that would adversely affect the status of any Award that is intended to be a performance-based Award under Section 162(m) of the Code, unless otherwise determined by the Committee. In addition, the Committee may make adjustments in the terms and conditions of any Awards, including any performance goals, in recognition of unusual or nonrecurring events affecting the Company or any subsidiary, or in response to changes in applicable laws, regulations or accounting principles, provided that no adjustment may be made that would adversely affect the status of any Award that is intended to be a performance-based Award under Section 162(m) of the Code, unless otherwise determined by the Committee.

        Following is a summary of option activity under the 2009 Plan for fiscal years ended September 30, 2011, 2010, and changes during the periods then ended:

 
  Options   Weighted
Average
Exercise
Price
  Aggregate
Intrinsic
Value
 

Outstanding at September 30, 2009

      $   $  
 

Granted

    50,000     4.50      
 

Exercised

             
 

Cancelled

             
               

Outstanding at September 30, 2010

    50,000   $ 4.50   $  
 

Granted

    180,000     5.28      
 

Exercised

             
 

Cancelled

             
               

Outstanding at September 30, 2011

    230,000   $ 5.11   $  
               

Vested and expected to vest

    230,000   $ 5.11   $  
               

Options exercisable at September 30, 2011

    10,000   $ 4.50   $  
               

        In fiscal 2011 and 2010 there were no options exercised under the 2009 Plan, therefore there is no intrinsic value of exercised options.

        The following table summarizes information about stock options under the 2009 Plan at September 30, 2011:

Options Outstanding   Options Exercisable  
Range of Exercise
Prices
  Outstanding
As of
September 30,
2011
  Weighted-
Average
Remaining
Contractual Life
  Weighted-
Average
Exercise Price
  As of
September 30,
2011
  Weighted-
Average
Exercise
Price
 
$     — - $  5.00     50,000     8.2   $ 4.50     10,000   $ 4.50  
$  5.01 - $10.00     180,000     9.9     5.28          
$10.01 - $15.00                      
$15.01 - $20.00                      
$20.01 - $26.00                      
                       
      230,000     4.1   $ 5.11     10,000   $ 4.50  
                       

        Fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. Options are exercisable over a maximum term of ten years from date of grant and typically vest over periods of three to five years from the grant date. The expected term of options represents the period of time that options granted are expected to be outstanding and is based on historical experience and the expected turnover rate of the employees receiving the options. Expected volatility is based on historical volatility of the Company's stock. The risk free interest rate is based on U.S. Treasuries with constant maturities in effect at the time of grant. Compensation expense for employee stock options also includes an estimate for forfeitures and is recognized ratably over the vesting term. Below are fair value assumptions used to record compensation expense, related to the 2009 Plan, for the period identified:

2009 Plan  
 
 
Fiscal Year Ended
September 30,
 
 
  2011   2010   2009*  

Expected dividend rate

               

Expected volatility

    63.0 %   70.0 %      

Weighted average risk-free interest rate

    1.9 %   2.6 %      

Expected lives (years)

    10.00     4.15        

*
No options were granted in fiscal 2009 from the 2009 Plan; therefore the data in the above table is not applicable.

        Total compensation expense associated with awards to employees under the 2009 Plan was $54,000, $23,000 and $0 for fiscal years ended September 30, 2011, 2010 and 2009 respectively.

        At September 30, 2011, there was approximately $724,000 of unrecognized compensation cost, net of forfeitures, related to non-vested stock options under the 2009 Plan, which is expected to be recognized over a period of approximately 3 years.