Quarterly report pursuant to sections 13 or 15(d)

Stockholders' Equity

Stockholders' Equity
3 Months Ended
Dec. 31, 2013
Stockholders' Equity [Abstract]  
Stockholders' Equity

Note 7. 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. The stock repurchases were made on a quarterly basis 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. The following table illustrates the Company's treasury stock transactions for the three months ended December 31, 2013:


(in thousands, except share amounts)     Shares       Cost  
Balance at September 30, 2013     73,538     $ 2,816  
Purchased     35,333       1,371  
Issued to Directors     (6,104 )     (222 )
Balance at December 31, 2013     102,767     $ 3,965  

Through December 31, 2013, the Company had purchased zero shares and had available to purchase an additional 105,000 in accordance with its September 30, 2013 Board of Directors repurchase authorization.


Stock-based compensation expense recognized in the Condensed Consolidated Statements of Comprehensive Income (Loss) in general and administrative expenses was $525,000 and $141,000 for the three months ended December 31, 2013 and 2012, respectively. Stock-based compensation is recorded for the Board of Directors fees paid in treasury stock and the Long Term Incentive Compensation Plan restricted common stock awards. The amount for the three months ended December 31, 2013 includes $184,000 related to the acceleration of vesting in accordance with the change in control discussed below.



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 controller interest in the Company. As a result, the Company will be required to issue 152,403 shares of treasury stock in January 2014, before withholdings for income taxes. The Company has recognized $184,000 of stock-based compensation expense related to the acceleration of vesting of these grants during the quarter ended December 31, 2013. In December 2013, the Company determined that it would repurchase half of the gross shares awarded to NEOs other than the CEO totaling 58,610 shares immediately upon their issuance for the purpose of retaining treasury shares for future issuance.




For the three months ended December 31, 2013, a weighted average of 67,000 unvested restricted stock units were excluded from the calculation of earnings per share because their effect would be anti-dilutive. For the three months ended December 31, 2012 there were no equity instruments outstanding that had a dilutive effect.