Stock-Based Compensation

6 Months Ended

Dec. 31, 2019

14. Stock-based compensation

Stock option and restricted stock activity

Options

The following table summarizes stock option activity for the six months ended December 31, 2019 and 2018:


			Number of shares	Weighted average exercise price($)	Weighted average remaining contractual term(in years)	Aggregate intrinsic value($'000)	Weighted average grant date fair value($)

Outstanding - June 30, 2019			864 579	7,81	7,05	-	2,62
	Granted - September 2019		561 000	3,07	10,00	676	1,20
		Outstanding - December 31, 2019	1 425 579	5,94	7,81	365	2,07

Outstanding - June 30, 2018			809 274	13,99	2,67	370	4,20
	Granted – September 2018		600 000	6,20	10,00	1 212	2,02
	Forfeited		(200 000)	24,46	-	-	7,17
		Outstanding - December 31, 2018	1 209 274	8,41	6,15	72	2,62

During the three and six months ended December 31, 2019, 561,000 stock options were awarded to employees. No stock options were awarded during the three months ended December 31, 2018. During the six months ended December 31, 2018, 600,000 stock options were awarded to executive officers and employees. No stock options were forfeited during the six months ended December 31, 2019 or during the three months ended December 31, 2018. During the six months ended December 31, 2018, executive officers forfeited 200,000 stock options granted in August 2008, with a strike price of $24.46 per share, as these stock options expired unexercised.

The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the following table. The estimated expected volatility is calculated based on the Company’s 750-day volatility. The estimated expected life of the option was determined based on historical behavior of employees who were granted options with similar terms.

The table below presents the range of assumptions used to value options granted during the six months ended December 31, 2019 and 2018:

	Six months ended
	December 31,
	2019	2018
Expected volatility	57%	44%
Expected dividends	0%	0%
Expected life (in years)	3	3
Risk-free rate	1,57%	2,75%

The following table presents stock options vested and expected to vest as of December 31, 2019 :

							Number ofshares			Weighted average exercise price($)			Weighted average remaining contractual term(in years)			Aggregate intrinsic value($’000)
	Vested and expecting to vest - December 31, 2019						1 425 579			5,94			7,81			365

These options have an exercise price range of $3.07 to $11.23.

14. Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Options (continued)

The following table presents stock options that are exercisable as of December 31, 2019:

	Number ofshares	Weighted average exercise price($)	Weighted average remaining contractual term(in years)

Exercisable - December 31, 2019	523 914	8,86	5,52

No stock options became exercisable during the three months ended December 31, 2019 or during the three and six months ended December 31, 2018, respectively. However, during the six months ended December 31, 2019, 170,335 stock options became exercisable. The Company issues new shares to satisfy stock option exercises.

Restricted stock

The following table summarizes restricted stock activity for the six months ended December 31, 2019 and 2018:

			Number of shares of restricted stock	Weighted average grant date fair value($’000)




Non-vested – June 30, 2019			583 908	3 410
	Non-vested – December 31, 2019		583 908	3 410

Non-vested – June 30, 2018			765 411	6 162
Granted – September 2018			148 000	114
Vested - August 2018			(52 594)	459
		Non-vested – December 31, 2018	860 817	5 785

The September 2018 grants comprise 148,000 shares of restricted stock awarded to executive officers that are subject to market and time-based vesting. During the three months ended September 30, 2018, 52,594 shares of restricted stock granted to non-employee directors vested.

14. Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Market Conditions - Restricted Stock Granted in September 2018

The 148,000 shares of restricted stock awarded to executive officers in September 2018 are subject to time-based and performance-based (a market condition) vesting conditions and vest in full only on the date, if any, that the following conditions are satisfied: (1) the price of the Company’s common stock must equal or exceed certain agreed VWAP levels (as described below) during a measurement period commencing on the date that it files its Annual Report on Form 10-K for the fiscal year ended 2021 and ending on December 31, 2021 and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The $23.00 price target represents an approximate 55% increase, compounded annually, in the price of the Company’s common stock on Nasdaq over the $6.20 closing price on September 7, 2018. The VWAP levels and vesting percentages related to such levels are as follows:

Below $15.00 (threshold)—0%

At or above $15.00 and below $19.00—33%

At or above $19.00 and below $23.00—66%

At or above $23.00—100%

The fair value of these shares of restricted stock was calculated using a Monte Carlo simulation of a stochastic volatility process. The choice of a stochastic volatility process as an extension to the standard Black Scholes process was driven by both observations of larger than expected moves in the daily time series for the Company’s VWAP price, but also the observation of the strike structure of volatility (i.e. skew and smile) for out-of-the money calls and out-of-the money puts versus at-the-money options for both the Company’s stock and NASDAQ futures.

In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. In its calculation of the fair value of the restricted stock, the Company used an average volatility of 37.4% for the VWAP price, a discounting based on USD overnight indexed swap rates for the grant date, and no future dividends. The average volatility was extracted from the time series for VWAP prices as the standard deviation of log prices for the three years preceding the grant date. The mean reversion of volatility and the volatility of volatility parameters of the stochastic volatility process were extracted by regressing log differences against log levels of volatility from the time series for at-the-money options 30 day volatility quotes, which were available from January 2, 2018 onwards.

Market Conditions - Restricted Stock Granted in August 2017

The 210,000 shares of restricted stock awarded to executive officers in August 2017 are subject to time-based and performance-based (a market condition) vesting conditions and vest in full only on the date, if any, that the following conditions are satisfied: (1) the price of the Company’s common stock must equal or exceed certain agreed VWAP levels (as described below) during a measurement period commencing on the date that it files its Annual Report on Form 10-K for the fiscal year ended 2020 and ending on December 31, 2020 and (2) the recipient is employed by the Company on a full-time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The $23.00 price target represents an approximate 35% increase, compounded annually, in the price of the Company’s common stock on Nasdaq over the $9.38 closing price on August 23, 2017. The VWAP levels and vesting percentages related to such levels are as follows:

Below $15.00 (threshold)—0%

At or above $15.00 and below $19.00—33%

At or above $19.00 and below $23.00—66%

At or above $23.00—100%

These 210,000 shares of restricted stock are effectively forward starting knock-in barrier options with multi-strike prices of zero. The fair value of these shares of restricted stock was calculated utilizing a Monte Carlo simulation model which was developed for the purpose of the valuation of these shares. For each simulated share price path, the market share price condition was evaluated to determine whether or not the shares would vest under that simulation. A standard Geometric Brownian motion process was used in the forecasting of the share price instead of a “jump diffusion” model, as the share price volatility was more stable compared to the highly volatile regime of previous years. Therefore, the simulated share price paths capture the idiosyncrasies of the observed Company share price movements.

14. Stock-based compensation (continued) (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Market Conditions - Restricted Stock Granted in August 2017 (continued)

In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. The value of the grant is the average of the discounted vested values. The Company used an expected volatility of 44.0%, an expected life of approximately three years, a risk-free rate ranging between 1.275% to 1.657% and no future dividends in its calculation of the fair value of the restricted stock. The estimated expected volatility was calculated based on the Company’s 30 day VWAP share price using the exponentially weighted moving average of returns.

Stock-based compensation charge and unrecognized compensation cost

The Company recorded a stock-based compensation charge, net during the three months ended December 31, 2019 and 2018 of $0.4 million and $0.6 million respectively, which comprised:

					Allocated to cost of goods sold,		Allocated to
					IT processing,		selling, general
			Total		servicing and		and
			charge		support		administration
Three months ended December 31, 2019
Stock-based compensation charge		$	436	$	-	$	436
	Total - three months ended December 31, 2019	$	436	$	-	$	436

Three months ended December 31, 2018
Stock-based compensation charge		$	598	$	-	$	598
	Total - three months ended December 31, 2018	$	598	$	-	$	598

14. Stock-based compensation (continued)

The Company recorded a stock-based compensation charge, net during the six months ended December 31, 2019 and 2018 of $0.8 million and $1.2 million respectively, which comprised:

					Allocated to cost of goods sold,		Allocated to
					IT processing,		selling, general
			Total		servicing and		and
			charge		support		administration
Six months ended December 31, 2019
Stock-based compensation charge		$	823	$	-	$	823
	Total - Six months ended December 31, 2019	$	823	$	-	$	823

Six months ended December 31, 2018
Stock-based compensation charge		$	1 185	$	-	$	1 185
	Total - Six months ended December 31, 2018	$	1 185	$	-	$	1 185

The stock-based compensation charges have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees.

As of December 31, 2019, the total unrecognized compensation cost related to stock options was approximately $1.3 million, which the Company expects to recognize over approximately three years. As of December 31, 2019, the total unrecognized compensation cost related to restricted stock awards was approximately $1.1 million, which the Company expects to recognize over approximately two years.

As of December 31, 2019 and June 30, 2019, respectively, the Company recorded a deferred tax asset of approximately $0.3 million and $0.2 million, related to the stock-based compensation charge recognized related to employees of Net1. As of December 31, 2019, and June 30, 2019, respectively, the Company recorded a valuation allowance of approximately $0.3 million and $0.2 million, related to the deferred tax asset because it does not believe that the stock-based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on date of exercise by the option recipient and the exercise price from income subject to taxation in the United States.