Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

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Stockholders' Equity
 9 Months Ended
Jun. 30, 2014
Stockholders' Equity [Abstract]  
Stockholders' Equity

Note 8. Stockholders' Equity

 

 

Effective November 1, 2008, the Company's Board of Directors authorized the repurchase of up to 350,000 shares of the Company's common stock through November 2013 for the purpose of funding awards under its 2008 Incentive Equity Plan. In September 2013, the Board of Directors authorized the repurchase of up to 105,000 shares of the Company's common stock beginning in November 2013 and continuing through April 2018. Stock repurchases have historically been made through open market transactions at times and in such amounts as the Company's broker determined subject to the provisions of SEC Rule 10b-18. As of June 30, 2014, no shares have been purchased under the September 2013 Board authorization and 105,000 shares continue to be available for purchase. The following table illustrates the Company's treasury stock transactions for the nine months ended June 30, 2014:

 

 

(in thousands, except share amounts)       Shares   Cost
           
Balance at September 30, 2013                            73,538   $                    2,816 
Purchased                          118,792                         4,713 
Issued to Directors and Named Executive Officers                        (171,114)                       (6,654)
           
Balance at June 30, 2014                            21,216   $                       875 

 

 

Stock-based compensation expense recognized in the Condensed Consolidated Statements of Comprehensive Income in general and administrative expenses was $204,000 and $909,000 for the three and nine months ended June 30, 2014, respectively, and $468,000 and $783,000 for the three and nine months ended June 30, 2013, respectively. Stock-based compensation is recorded for Board of Directors fees paid in treasury stock and the Long Term Incentive Compensation Plan restricted common stock awards. The amount for the nine months ended June 30, 2014 includes $195,000 related to the acceleration of the vesting of the Long Term Incentive common stock awards in accordance with the change in control discussed below.

 

 

Dilution

 

The dilutive effect on the weighted average shares outstanding of the company's various equity instruments is detailed below:

 

(in thousands)   For the Three Months Ended For the Nine Months Ended
    June 30, June 30,
    2014   2013   2014   2013
           
Weighted Average Shares Outstanding - Basic                          7,356                        7,299                        7,327                        7,316
Unvested Restricted Stock Awards   -                              76                              24                              34
           
Weighted Average Shares Outstanding - Diluted                          7,356                        7,375                        7,351                        7,350

 

 

Long Term Incentive Plan

 

On May 26, 2011, the Company's Board of Directors approved the Long-Term Incentive Program as part of the 2008 Equity Incentive Plan. The Company approved the contingent award of 152,403 shares of common stock to Named Executive Officers (the "NEOs") of the Company. On May 26, 2011, 58,610 shares were granted to the NEOs other than the Chief Executive Officer ("CEO") and on April 19, 2012, 93,793 shares were awarded to the CEO under restricted stock award agreements.

 

All of the shares of restricted stock awarded under the Long-Term Incentive Program vested automatically upon the acquisition by 734 Investors, LLC of a controlling interest in the Company. In December 2013, the Company determined that it would repurchase half of the 58,610 gross shares awarded to NEOs other than the CEO immediately upon their issuance for the purpose of retaining treasury shares for future issuance. As a result, the Company issued 68,944 shares of treasury stock in January 2014, net of withholdings for income taxes and repurchase of treasury shares. The Company recognized $195,000 of stock-based compensation expense related to the acceleration of vesting of these grants during the quarter ended December 31, 2013.