Quarterly report pursuant to Section 13 or 15(d)

Note 12 - Stock-based Compensation

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Note 12 - Stock-based Compensation
9 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Share-Based Payment Arrangement [Text Block]

Note 12 Stock-based Compensation

 

The Company has three incentive stock plans, the 2006 Omnibus Incentive Plan (the “2006 Plan”), the 2014 Omnibus Equity Compensation Plan (the “2014 Plan”) and the 2021 Incentive Plan (the “2021 Plan”), although grants may no longer be issued under either the 2006 Plan or the 2014 Plan. As of December 31, 2023, 549,000 shares of the Company’s common stock were available for future issuance under the 2021 Plan, which may be issued from authorized and unissued shares of the Company’s common stock or treasury shares. The Company recorded stock-based compensation expense of $190,000 and $253,000 during the three-month periods ended December 31, 2023 and January 1, 2023, respectively, and $573,000 and $844,000 during the nine-month periods ended December 31, 2023 and January 1, 2023, respectively. The Company records the compensation expense associated with stock-based awards granted to individuals in the same expense classifications as the cash compensation paid to those same individuals. No stock-based compensation costs were capitalized as part of the cost of an asset as of December 31, 2023.

 

Stock Options: The following table represents stock option activity for the nine-month periods ended December 31, 2023 and January 1, 2023:

 

   

Nine-Month Periods Ended

 
   

December 31, 2023

   

January 1, 2023

 
   

Weighted-

           

Weighted-

         
   

Average

   

Number of

   

Average

   

Number of

 
   

Exercise

   

Options

   

Exercise

   

Options

 
   

Price

   

Outstanding

   

Price

   

Outstanding

 

Outstanding at Beginning of Period

  $ 7.32       735,500     $ 7.39       635,500  

Granted

    5.18       130,000       6.54       120,000  

Exercised

    -       -       4.92       (20,000 )

Expired

    6.14       (10,000 )     -       -  

Outstanding at End of Period

    7.01       855,500       7.32       735,500  

Exercisable at End of Period

    7.41       665,500       7.42       499,000  

 

As of December 31, 2023, the intrinsic value of the outstanding and exercisable stock options was $19,000 and $11,000, respectively. There were no stock options exercised during the nine months ended December 31, 2023 or the three months ended January 1, 2023. The intrinsic value of the stock options exercised during the nine months ended January 1, 2023 was $28,000. The Company received no cash from the stock options exercised during the nine months ended January 1, 2023. Upon the exercise of stock options, participants may choose to surrender to the Company those shares from the option exercise necessary to satisfy the exercise amount and their income tax withholding obligations that arise from the option exercise. The effect on the cash flow of the Company from these “cashless” option exercises is that the Company remits cash on behalf of the participant to satisfy his or her income tax withholding obligations. The Company used cash to remit the required income tax withholding amounts from “cashless” option exercises of $10,000 during the nine months ended January 1, 2023.

 

Stock-based compensation is calculated according to FASB ASC Topic 718, Compensation Stock Compensation, which requires stock-based compensation to be accounted for using a fair-value-based measurement. To determine the estimated fair value of stock options granted, the Company uses the Black-Scholes-Merton valuation formula, which is a closed-form model that uses an equation to estimate fair value. The following table sets forth the assumptions used to determine the fair value of the non-qualified stock options that were awarded to certain employees during the nine months ended December 31, 2023 and January 1, 2023, which stock options vest over a two-year period, assuming continued service.

 

   

Nine-Month Periods Ended

 
   

December 31, 2023

   

January 1, 2023

 

Number of options issued

    10,000       120,000       120,000  

Grant date

 

November 14, 2023

   

June 21, 2023

   

June 7, 2022

 

Dividend yield

    7.60 %     6.08 %     4.89 %

Expected volatility

    20.00 %     25.00 %     30.00 %

Risk free interest rate

    4.56 %     4.29 %     2.95 %

Contractual term (years)

    10.00       10.00       10.00  

Expected term (years)

    3.00       3.00       4.00  

Forfeiture rate

    5.00 %     5.00 %     5.00 %

Exercise price (grant-date closing price) per option

  $ 4.21     $ 5.26     $ 6.54  

Fair value per option

  $ 0.20     $ 0.46     $ 0.90  

 

During the three- and nine-month periods ended December 31, 2023 and January 1, 2023, the Company classified its compensation expense associated with stock options within the accompanying unaudited condensed consolidated statements of income as follows (in thousands):

 

   

Three-Month Period Ended December 31, 2023

   

Three-Month Period Ended January 1, 2023

 
   

Cost of

   

Marketing &

           

Cost of

   

Marketing &

         
   

Products

   

Administrative

   

Total

   

Products

   

Administrative

   

Total

 

Options Granted in Fiscal Year

 

Sold

   

Expenses

   

Expense

   

Sold

   

Expenses

   

Expense

 

2021

  $ -     $ -     $ -     $ -     $ 11     $ 11  

2022

    -       -       -       9       20       29  

2023

    5       7       12       6       7       13  

2024

    3       4       7       -       -       -  
                                                 

Total stock option compensation

  $ 8     $ 11     $ 19     $ 15     $ 38     $ 53  

 

   

Nine-Month Period Ended December 31, 2023

   

Nine-Month Period Ended January 1, 2023

 
   

Cost of

   

Marketing &

           

Cost of

   

Marketing &

         
   

Products

   

Administrative

   

Total

   

Products

   

Administrative

   

Total

 

Options Granted in Fiscal Year

 

Sold

   

Expenses

   

Expense

   

Sold

   

Expenses

   

Expense

 

2021

  $ -     $ -     $ -     $ 3     $ 37     $ 40  

2022

    10       21       31       31       66       97  

2023

    17       24       41       12       17       29  

2024

    6       8       14       -       -       -  
                                                 

Total stock option compensation

  $ 33     $ 53     $ 86     $ 46     $ 120     $ 166  

 

As of December 31, 2023, total unrecognized stock option compensation expense amounted to $69,000, which will be recognized as the underlying stock options vest over a weighted-average period of 9.9 months. The amount of future stock option compensation expense could be affected by any future stock option grants and by the separation from the Company of any individual who has received stock options that are unvested as of such individual’s separation date.

 

Non-vested Stock Granted to Directors: The following shares of non-vested stock were granted to the Company’s directors:

 

Number of Shares

   

Fair Value per Share

 

Grant Date

 

Vesting Period (Years)

60,412       $4.85  

August 15, 2023

 

One

46,896       6.65  

August 16, 2022

 

One

40,165       7.47  

August 11, 2021

 

One

41,452       5.79  

August 12, 2020

 

Two

 

The fair value of the non-vested stock granted to the Company’s directors was based on the closing price of the Company’s common stock on the date of each grant.

 

The non-vested stock granted on August 11, 2021 included 8,033 shares granted to E. Randall Chestnut, formerly the Company’s Chairman, President and Chief Executive Officer. On May 1, 2022, upon the resignation of Mr. Chestnut from the Board of Directors of the Company (the “Board”) and his retirement from all positions that he held within the Company, the vesting of these 8,033 shares was accelerated, with such shares having an aggregate value on such date of $50,000.

 

The non-vested stock granted on August 16, 2022 included 11,724 shares granted to Sidney Kirschner, a director of the Company since 2001. Upon the death of Mr. Kirschner on February 21, 2023, the vesting of these 11,724 shares was accelerated, with such shares having an aggregate value on such date of $67,000.

 

In August 2023 and August 2022, 35,172 shares and 52,856 shares, respectively, that had been granted to the Company’s directors vested, having an aggregate value of $168,000 and $331,000, respectively. The remaining shares set forth above will vest over the periods indicated, assuming continued service.

 

Non-vested Stock Granted to Employees: The following shares of non-vested stock were granted to certain of the Company’s employees:

 

Number of Shares

   

Fair Value per Share

 

Grant Date

 

Vesting Date

26,000       $4.77  

August 14, 2023

 

August 14, 2024

40,000       5.85  

March 21, 2023

 

March 21, 2025

25,000       7.98  

June 9, 2021

 

June 9, 2022

10,000       7.60  

February 22, 2021

 

February 22, 2023

20,000       4.92  

June 10, 2020

 

June 10, 2022

 

These shares vest on the dates indicated, assuming continued service. In June 2022, 45,000 shares that had been granted to certain of the Company’s employees vested, having an aggregate value on their respective vesting dates of $293,000.

 

Performance Award Shares: On  March 1, 2022, performance awards were granted to certain of the Company’s executive officers, consisting of 187,500 shares of the Company’s common stock, of which: (a) 75,000 shares shall be earned if the closing price per share of the Company’s common stock equals or exceeds $8.00 on ten trading days within any period of twenty consecutive trading days prior to  March 1, 2027; and (b) 112,500 shares shall be earned if the closing price per share of the Company’s common stock equals or exceeds $9.00 on ten trading days within any period of twenty consecutive trading days prior to  March 1, 2027.  Upon the achievement of each applicable stock hurdle described above: (i) one-third of the shares that are earned shall vest on the date on which the shares are earned; (ii) one-third of the shares that are earned shall vest on the first anniversary of the date on which the shares are earned; and (iii) one-third shall vest on the second anniversary of the date on which the shares are earned. All shares that are non-earned or non-vested will be forfeited upon the termination of service. The Company, with the assistance of an independent third party, determined that the grant date fair value of the awards amounted to $732,000.

 

During the three- and nine-month periods ended December 31, 2023 and January 1, 2023, the Company recorded compensation expense associated with stock grants, which is included in marketing and administrative expenses in the accompanying unaudited condensed consolidated statements of income, as follows (in thousands):

 

   

Three-Month Periods Ended

   

Nine-Month Periods Ended

 

Stock Granted in Fiscal Year

 

December 31, 2023

   

January 1, 2023

   

December 31, 2023

   

January 1, 2023

 

2021

  $ -     $ 9     $ -     $ 76  

2022

    37       113       147       472  

2023

    23       78       160       130  

2024

    111       -       180       -  
                                 

Total stock grant compensation

  $ 171     $ 200     $ 487     $ 678  

 

As of December 31, 2023, total unrecognized compensation expense related to the Company’s non-vested stock grants amounted to $491,000, which will be recognized over the respective vesting terms associated with each block of non-vested stock indicated above, such grants having an aggregate weighted-average vesting term of 6.8 months. The amount of future compensation expense related to the Company’s non-vested stock grants could be affected by any future non-vested stock grants and by the separation from the Company of any individual who has non-vested stock grants as of such individual’s separation date.