Annual report pursuant to Section 13 and 15(d)

EMPLOYEE STOCK OPTIONS AND RESTRICTED STOCK AWARD PLAN

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EMPLOYEE STOCK OPTIONS AND RESTRICTED STOCK AWARD PLAN
12 Months Ended
Dec. 31, 2012
EMPLOYEE STOCK OPTIONS AND RESTRICTED STOCK AWARD PLAN  
EMPLOYEE STOCK OPTIONS AND RESTRICTED STOCK AWARD PLAN

NOTE 8 – EMPLOYEE STOCK OPTIONS AND RESTRICTED STOCK AWARD PLAN

In 2011, the Company’s Board of Directors approved and adopted a long term incentive plan, which was subsequently approved and amended by the shareholders.  There are 1,375,000 shares eligible for grant, either as options or as restricted stock, at December 31, 2012.

 

Employee Stock Options – Following is a table reflecting the issuances during 2011 and 2012 and their related exercise prices:

 

Grant date

 

 # of options

 

 Exercise price

December 1, 2011

 

 960,000

 

$

2.00

 

 

 

 

 

 

July 1, 2012

 

75,000

 

 

4.50

September 1, 2012

 

50,000

 

 

4.50

October 1, 2012

 

40,000

 

 

4.50

 

 

 

 

 

 

 

 

1,125,000

 

 

 

 



 

All granted options vest at the rate of 20% each year over five years beginning one year from the date granted and expire ten years from the grant date.  A summary of the status of the stock options as of December 31, 2012 and changes during the years ended December 31, 2012 and 2011 is as follows:

 

 

2012

 

2011

 

Options

 Weighted-Average Exercise Price

 

Options

Weighted-Average Exercise Price

Outstanding at beginning of the year

1,125,000

$

2.00

 

-

$

-

Issued

165,000

 

4.50

 

1,125,000

 

2.00

Forfeited

(165,000)

 

2.00

 

-

 

-

Exercised

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

Outstanding at end of year

1,125,000

$

2.37

 

1,125,000

$

2.00

 

 

 

 

 

 

 

 

Exercisable at end of  year

200,000

$

2.00

 

-

$

-

 

 

 

 

 

 

 

 

Weighted average fair value of

 

 

 

 

 

 

 

  options granted during the year

 

$

4.26

 

 

$

2.32

 

The Company uses the Black-Scholes option pricing model to calculate the fair-value of each option grant. The expected volatility for the 2012 option grants is based on the historical price volatility of the Company’s common stock. The expected volatility for the 2011 option grants is based on the historical price volatility of a stock index comprised of similar sized companies in the same industry.  We elected to use the simplified method for estimating the expected term as allowed by generally accepted accounting principles for options granted through December 31, 2012 and 2011. Under the simplified method, the expected term is equal to the midpoint between the vesting period and the contractual term of the stock option. The risk-free interest rate represents the U.S. Treasury bill rate for the expected life of the related stock options. The dividend yield represents the Company’s anticipated cash dividend over the expected life of the stock options.  The following are the Black-Scholes weighted-average assumptions used for options granted during the periods ended December 31, 2012 and 2011:

 

 

 

October 1,

 

September 1,

 

July 1,

 

December 1,

 

 

2012

 

2012

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Risk free interest rate

 

0.25%

 

0.80%

 

0.67%

 

0.97%

Expected life (years)

 

5.75

 

6.5

 

6.5

 

6.5

Dividend yield

 

-

 

-

 

-

 

-

Volatility

 

147%

 

153%

 

158%

 

32%

 

 

 

 

 

 

 

 

 

As of December 31, 2012, there was approximately $1,424,531 of unrecognized compensation cost related to stock options that will be recognized over a weighted average period of 2.6 years.  The aggregate intrinsic value of options vested and expected to vest at December 31, 2012 was $3,397,940.  The aggregate intrinsic value of options exercisable at December 31, 2012 was $772,000.  The year end intrinsic values are based on a December 31, 2012 closing price of $5.86. 

 

There were no options exercised during 2011 or 2012. 



 

The following table summarizes information related to the Company’s stock options outstanding at December 31, 2012:

 

 

 

Options Outstanding

 

 

 Exercise price

 

 Number Outstanding

 

Weighted-Average Remaining Contractual Life              (in years)

 

 Number Exercisable

2.00

 

960,000

 

8.92

 

200,000

4.50

 

165,000

 

9.49

 

-

 

 

 

 

 

 

 

 

 

1,125,000

 

9.00

 

200,000

 

 

 

 

 

 

 

Any excess tax benefits from the exercise of stock options will not be recognized in paid-in capital until the Company is in a current tax paying position. Presently, the company has a net loss and therefore not yet subject to income taxes.  Accordingly, no excess tax benefits have been recognized for the years ended December 31, 2012 or 2011.