Note 9 - Equity Plans and Dividends |
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| Equity [Text Block] |
Note (9) – Equity Plans and Dividends:
Equity Incentive Plan
In November 2015, the Company’s stockholders approved the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). During December 2020, the Company’s stockholders approved an amendment to the 2015 Plan to increase the number of shares of the Company’s common stock authorized for issuance pursuant to awards granted under the 2015 Plan to 3,000,000 shares. During December 2024, the Company’s stockholders approved an amendment to the 2015 Plan to, among other things, further increase the number of shares of the Company’s common stock authorized for issuance pursuant to awards granted under the 2015 Plan to 3,500,000 shares. Pursuant to the terms of the 2015 Plan, as of November 13, 2025, the tenth anniversary of the effective date of the 2015 Plan, no further awards may be granted under the 2015 Plan.
In December 2025, the Company’s stockholders approved the Company’s 2025 Equity Incentive Plan (the “2025 Plan” and, together with the 2015 Plan, the "Plans"). The terms of the 2025 Plan are substantially similar to the terms of the 2015 Plan, providing for a broad array of awards, including stock awards, restricted stock awards, restricted stock units, stock options, stock appreciation rights, performance awards, and other awards, including cash awards. A total of 3,000,000 shares of the Company's common stock are authorized for issuance pursuant to awards granted under the 2025 Plan.
The fair value of awards granted under the Plans is expensed on a straight-line basis over the vesting period of the awards. Share-based compensation expense is included in selling, general and administrative expenses in the Company’s condensed consolidated statements of operations.
During the nine months ended March 31, 2026, there were 182,493 restricted stock awards and 75,662 restricted stock units granted under the 2015 Plan and an additional 9,844 restricted stock units granted under the 2025 Plan. During the three months ended March 31, 2026, there were 1,000 restricted stock units granted under the 2025 Plan. No restricted stock awards were granted under the 2025 Plan during the nine or three months ended March 31, 2026. During the nine months ended March 31 2025, there were 263,974 restricted stock awards and 100,449 restricted stock units granted under the 2015 Plan. No restricted stock awards or restricted stock units were granted under the 2015 Plan during the three months ended March 31, 2025. There were no restricted stock awards forfeited during either the nine or three months ended March 31, 2026 or 2025. There were 4,818 and 1,574 restricted stock units forfeited during the nine and three months ended March 31, 2026, respectively. There were 2,117 and 101 restricted stock units forfeited during the nine and three months ended March 31, 2025, respectively.
For the nine and three months ended March 31, 2026, non-cash share-based compensation expense related to awards granted under the Plans totaled $4.0 million and $1.3 million, respectively. For the nine and three months ended March 31, 2025, non-cash stock compensation expense related to awards granted under the 2015 Plan totaled $3.4 million and $1.2 million, respectively.
As of March 31, 2026, the Company had $25.2 million and $12.1 million of total unrecognized compensation expense related to previously granted restricted stock awards and restricted stock units, respectively, which is expected to be recognized over the weighted average period of 11.12 years and 9.17 years, respectively.
The following is a summary of non-vested restricted stock activity as of, and for the nine months ended, March 31, 2026:
Employee Stock Purchase Plan
During 2017, the Company’s stockholders approved the Company’s 2017 Employee Stock Purchase Plan (the “ESPP”). Subject to the terms and conditions thereof, the ESPP allows eligible employees the opportunity to purchase shares of the Company’s common stock at a 5% discount. The ESPP provides for six-month offering periods ending on December 31 and June 30 of each year. During the nine months ended March 31, 2026, 3,657 shares were issued under the ESPP for which the Company received net proceeds of $85,000. During the nine months ended March 31 2025, 3,645 shares of common stock were issued under the ESPP for which the Company received net proceeds of $56,000. No shares of common stock were issued under the ESPP during the three months ended March 31, 2026 or 2025.
Dividends
The declaration and payment of cash dividends on the Company’s common stock is determined by the Company’s Board of Directors based on the Company’s financial condition and results, including, but not limited to, cash flow generated by operations and profitability, the Company’s prospects and liquidity needs, and other factors deemed relevant by the Company’s Board of Directors.
The Company has not historically paid regular dividends on its common stock. However, the Company has from time to time paid special cash dividends on its common stock.
On September 11, 2025, the Company’s Board of Directors declared a special cash dividend on the Company’s common stock of $0.33 per share (an aggregate of $5.0 million), which was paid on October 6, 2025 to stockholders of record at the close of business on September 25, 2025.
On September 11, 2024, the Company’s Board of Directors declared a special cash dividend on the Company’s common stock of $0.31 per share (an aggregate of $4.6 million), which was paid on October 7, 2024 to stockholders of record at the close of business on September 26, 2024.
The payment of dividends, if any, in the future will be at the discretion of the Company’s Board of Directors, as described above. The payment of dividends may also be subject to restrictions contained in the Company’s debt instruments. As described elsewhere in this Report, including under “Liquidity and Capital Resources” in Item 2 of this Report, the Company’s Credit Agreement contains certain covenants which may, among other things, restrict the Company’s ability to pay dividends, and any future facilities may contain similar or more stringent requirements. The Company’s management does not believe that the covenants contained in the Company’s Credit Agreement currently materially limit the Company’s ability to pay dividends or are reasonably likely to materially limit the Company’s ability to pay dividends in the future.
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