XML 40 R20.htm IDEA: XBRL DOCUMENT v3.22.2.2
Stock Incentive Plan and Employee Stock Purchase Plan
12 Months Ended
Jun. 30, 2022
Share-based Payment Arrangement [Abstract]  
Stock Incentive Plan and Employee Stock Purchase Plan

Note 12. Stock Incentive Plan and Employee Stock Purchase Plan

As of June 30, 2022, the Company had two outstanding stock incentive plans: the 2016 Equity Incentive Plan, or the 2016 Plan and the 2007 Incentive Award Plan, or the 2007 Plan. The 2016 Plan permits the granting of stock options, stock appreciation rights, restricted stock awards, performance shares, performance units, and restricted stock units, or RSUs. The vesting of RSUs granted under the 2016 Plan are primarily service‑based (over the requisite service period) while the vesting of performance units granted under the 2016 Plan are primarily performance‑based, or PSUs, or market‑based, or MSUs. Only employees of the Company are eligible to receive incentive stock options. Non‑employees may be granted non‑qualified stock options.

Stock options granted under the 2016 Plan have an exercise price of at least 100% of the fair market value of the underlying stock on the grant date. The stock options have 10 year contractual terms and generally become exercisable for 25% of the option shares one year from the date of grant and then ratably over the following 36 months. Service‑based RSUs granted under the equity plans generally vest 25% of the share units covered by the grant on each of the first through fourth anniversaries of the date of the grant, subject to the continued service of the grantee through each such date. However, certain of the outstanding RSUs under our equity plans vest 50% upon the first anniversary year of the grant date, and 50% upon the second anniversary year of the grant date. The Board of Directors has the discretion to use different vesting schedules.

As of June 30, 2022, the 2007 Plan continued to remain in effect; however, the Company can no longer grant equity awards under such plans.

The following table summarizes the share‑based compensation charges included in the Company’s consolidated statements of operations and comprehensive income (loss) (in thousands):

 

 

 

Years ended June 30,

 

 

 

2022

 

 

2021

 

 

2020

 

Cost of revenue

 

$

1,584

 

 

$

1,296

 

 

$

1,244

 

Research and development

 

 

1,371

 

 

 

1,348

 

 

 

1,457

 

Selling and marketing

 

 

2,213

 

 

 

1,457

 

 

 

1,159

 

General and administrative

 

 

5,432

 

 

 

5,231

 

 

 

4,292

 

Total

 

$

10,600

 

 

$

9,332

 

 

$

8,152

 

 

 

The amount of capitalized share‑based compensation costs as components of inventory was insignificant at June 30, 2022, 2021 and 2020.

Stock Options

The fair value of each option is estimated at the date of grant using the Black‑Scholes option pricing formula with the following assumptions:

 

 

 

Years Ended June 30,

 

 

 

2022

 

 

2021

 

 

2020

 

Risk–free interest rate

 

2.71% - 3.21%

 

 

0.59% - 1.27%

 

 

1.14% - 1.53%

 

Dividend yield

 

 

%

 

 

%

 

 

%

Expected term

 

7.30 - 8.94

 

 

6.72 - 6.88

 

 

5.63 - 5.64

 

Expected volatility

 

54.1% - 57.3%

 

 

54.7% - 55.6%

 

 

47.3% - 48.9%

 

 

Determining Fair Value of Stock Options

The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine.

Valuation and Amortization Method—The Company estimates the fair value of its stock options using the Black‑Scholes option‑pricing model. This fair value is then amortized over the requisite service periods of the awards.

Expected Term—The Company estimates the expected term of stock option by taking the average of the vesting term and the contractual term of the option, as illustrated by the simplified method.

Expected Volatility—The expected volatility is derived from the Company’s historical stock volatility over a period approximately equal to the expected term of the options.

Risk‑Free Interest Rate—The risk‑free interest rate is based on the U.S. Treasury yield curve on the date of grant.

Dividend Yield—The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts.

A summary of option activity under the Company’s incentive plan during the fiscal years is presented below (in thousands except per share and term amounts):

 

 

 

Options
Outstanding

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Remaining
Contractual
Life
(In Years)

 

 

Aggregate
Intrinsic
Value

 

Balance at June 30, 2019

 

 

5,220

 

 

$

4.50

 

 

 

7.97

 

 

$

11

 

Options granted

 

 

2,305

 

 

 

2.64

 

 

 

 

 

 

 

Options exercised

 

 

 

 

 

 

 

 

 

 

 

 

Options forfeited/expired

 

 

(1,569

)

 

 

4.36

 

 

 

 

 

 

 

Balance at June 30, 2020

 

 

5,956

 

 

 

3.82

 

 

 

8.04

 

 

$

 

Options granted

 

 

1,526

 

 

 

4.48

 

 

 

 

 

 

 

Options exercised

 

 

(209

)

 

 

4.09

 

 

 

 

 

 

 

Options forfeited/expired

 

 

(243

)

 

 

4.40

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

7,030

 

 

 

3.93

 

 

 

7.66

 

 

$

5,036

 

Options granted

 

 

756

 

 

 

2.05

 

 

 

 

 

 

 

Options exercised

 

 

(331

)

 

 

3.69

 

 

 

 

 

 

 

Options forfeited/expired

 

 

(402

)

 

 

4.05

 

 

 

 

 

 

 

Balance at June 30, 2022

 

 

7,053

 

 

 

3.73

 

 

 

7.05

 

 

$

 

Vested or Expected to vest at June 30, 2022

 

 

7,053

 

 

 

3.73

 

 

 

7.05

 

 

 

 

Exercisable at June 30, 2022

 

 

4,576

 

 

$

4.00

 

 

 

6.27

 

 

$

 

 

The aggregate intrinsic value in the table above represents the total pre‑tax intrinsic value (the difference between the fair value of the Company’s common stock on June 30, 2022 of $1.96 and the exercise price of the options that would have been received by option holders if all options exercisable had been exercised on June 30, 2022). The total intrinsic value of options exercised in the years ended June 30, 2022, 2021 and 2020 was approximately $0.3 million, $0.2 million and $0 million, respectively.

During the years ended June 30, 2022, 2021 and 2020, the Company recognized $2.6 million, $2.4 million and $2.0 million, respectively, of share‑based compensation expense for stock options granted to employees.

Tax benefits from tax deductions for exercised options and disqualifying dispositions in excess of the deferred tax asset attributable to stock compensation costs for such options are credited to additional paid‑in capital. The benefits are recognized against income taxes. Realized excess tax benefits related to stock options exercises was zero for each of the years ended June 30, 2022, 2021 and 2020.

As of June 30, 2022, there was approximately $3.1 million of unrecognized compensation cost net of estimated forfeitures, related to unvested stock options, which is expected to be recognized over a weighted average period of 2.4 years.

The following table summarizes information about outstanding and exercisable options at June 30, 2022 (in thousands, except years and exercise price):

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Number
Outstanding

 

 

Weighted
Average
Remaining
Contractual
Life (Years)

 

 

Weighted
Average
Exercise
Price

 

 

Number
Outstanding

 

 

Weighted
Average
Exercise
Price

 

$1.96 – 2.08

 

 

756

 

 

 

9.94

 

 

$

2.05

 

 

 

 

 

$

 

$2.60 – 2.60

 

 

1,533

 

 

 

7.34

 

 

 

2.60

 

 

 

1,022

 

 

 

2.60

 

$2.97 – 4.00

 

 

623

 

 

 

6.42

 

 

 

3.52

 

 

 

500

 

 

 

3.65

 

$4.10 – 4.10

 

 

2,048

 

 

 

6.42

 

 

 

4.10

 

 

 

1,835

 

 

 

4.10

 

$4.46 – 4.46

 

 

1,113

 

 

 

8.42

 

 

 

4.46

 

 

 

441

 

 

 

4.46

 

$4.52 – 6.96

 

 

980

 

 

 

4.51

 

 

 

5.36

 

 

 

778

 

 

 

5.44

 

Total Outstanding

 

 

7,053

 

 

 

7.05

 

 

 

3.73

 

 

 

4,576

 

 

$

4.00

 

 

Restricted Stock

The following table summarizes the activity of RSUs, PSUs and MSUs (in thousands, except fair value per share):

 

Unvested Restricted Stock

 

Restricted
Stock Units

 

 

Performance
Stock Units

 

 

Market
Stock Units

 

 

Total
Number of
Shares
Underlying
Stock
Awards

 

 

Weighted
Average
Grant Date
Fair Value
Per Share

 

Unvested at June 30, 2019

 

 

3,084

 

 

 

-

 

 

 

641

 

 

 

3,725

 

 

$

4.34

 

Granted

 

 

2,009

 

 

 

419

 

 

 

 

 

 

2,428

 

 

 

2.74

 

Vested

 

 

(1,579

)

 

 

 

 

 

 

 

 

(1,579

)

 

 

4.62

 

Cancelled/Forfeited

 

 

(343

)

 

 

 

 

 

(470

)

 

 

(813

)

 

 

3.96

 

Unvested at June 30, 2020

 

 

3,171

 

 

 

419

 

 

 

171

 

 

 

3,761

 

 

 

3.26

 

Granted

 

 

1,738

 

 

 

280

 

 

 

 

 

 

2,018

 

 

 

4.16

 

Vested

 

 

(1,452

)

 

 

 

 

 

 

 

 

(1,452

)

 

 

3.52

 

Cancelled/Forfeited

 

 

(539

)

 

 

(419

)

 

 

(171

)

 

 

(1,129

)

 

 

3.20

 

Unvested at June 30, 2021

 

 

2,918

 

 

 

280

 

 

 

 

 

 

3,198

 

 

 

3.73

 

Granted

 

 

3,236

 

 

 

937

 

 

 

 

 

 

4,173

 

 

 

3.75

 

Vested

 

 

(1,341

)

 

 

 

 

 

 

 

 

(1,341

)

 

 

3.75

 

Cancelled/Forfeited

 

 

(252

)

 

 

(642

)

 

 

 

 

 

(894

)

 

 

3.87

 

Unvested at June 30, 2022

 

 

4,561

 

 

 

575

 

 

 

 

 

 

5,136

 

 

$

3.74

 

 

As of June 30, 2022, there was approximately $11.0 million of unrecognized compensation cost, net of estimated forfeitures, related to restricted stock, which is expected to be recognized over a weighted average period of 2.2 years.

Restricted Stock Units

The Company recognized $6.7 million, $5.4 million and $4.9 million of share‑based compensation expense, net of estimated forfeitures, related to RSUs during the years ended June 30, 2022, 2021 and 2020. The weighted average grant date fair value per share of RSUs granted was $3.75, $4.16 and $2.74 for the years ended June 30, 2022, 2021 and 2020, respectively. The aggregate fair market value of RSUs that vested during the year ended June 30, 2022 was $6.4 million.

Performance Stock Units

The Compensation Committee approved the grant of 937,000, 280,000 and 419,000 PSUs to select employees of the Company in the years ended June 30, 2022, 2021 and 2020, respectively. No PSUs vested in the years ended June 30, 2022 and June 30, 2021. During the years ended June 30, 2022, 2021 and 2020, 642,000, 419,000 and zero PSUs were cancelled, respectively.

The Company recognized zero share‑based compensation expense, net of estimated forfeitures, related to PSUs during the years ended June 30, 2022, 2021, and 2020.

Market Stock Units

The Compensation Committee approved the performance equity program, referred to as the Market Stock Unit (MSU) program, or MSU program, in October 2012. The Company’s MSU Program uses the Russell 2000 index as a performance benchmark and requires that the Company’s total stockholder return match or exceed that of the Russell 2000. Based on a sliding scale of how much the Company’s total stockholder return outperforms the Russell 2000 benchmark, the participating executives can earn up to a maximum of 150% of the target number of shares over two measurement periods. The Company uses a Monte Carlo simulation to calculate the fair value of the award on the grant date. The Compensation Committee approved no grants of MSUs in the years ended June 30, 2022 and 2021. Of these MSUs, no shares vested in the years ending June 30, 2022, 2021 and 2020, respectively, due to the non-achievement of the requisite performance target against the Russell 2000 index while zero, 0.2 million and 0.5 million MSUs were cancelled in the years ended June 30, 2022, 2021 and 2020, respectively.

The Company recognized zero, $0.1 million and $0.2 million of share‑based compensation expense, net of estimated forfeitures, related to MSUs during the years ended June 30, 2022, 2021 and 2020, respectively. There were no MSUs granted during the years ended June 30, 2022, 2020 and 2019. As of June 30, 2022, there was no unrecognized compensation cost related to MSUs.

Employee Stock Purchase Plan

Under the Company’s Amended and Restated 2007 Employee Stock Purchase Plan, or ESPP, qualified employees are permitted to purchase the Company’s common stock at 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value on the specified purchase date. Employees’ payroll deductions may not exceed 10% of their salaries. Employees may purchase up to 2,500 shares per period provided that the value of the shares purchased in any calendar year may not exceed $25,000, as calculated pursuant to the purchase plan.

The Company estimates the fair value of ESPP shares at the date of grant using the Black‑Scholes option pricing model. The weighted average assumptions were as follows:

 

 

 

Years Ended June 30,

 

 

2022

 

2021

 

2020

Risk–free interest rate

 

0.10% - 2.16%

 

0.04% - 0.10%

 

0.17% - 1.60%

Dividend yield

 

—%

 

—%

 

—%

Expected term

 

0.5 - 1.0

 

0.5 - 1.0

 

0.5 - 1.0

Expected volatility

 

35.49% - 54.33%

 

36.10% - 65.58%

 

45.46% - 75.21%

 

The risk‑free rate for the expected term of the ESPP option was based on the U.S. Treasury Constant Maturity rate for each offering period; expected volatility was based on the historical volatility of the Company’s common stock; and the expected term was based upon the offering period of the ESPP. For the years ended June 30, 2022, 2021 and 2020, the Company recognized $1.3 million, $1.4 million and $1.1 million, respectively, of compensation expense related to its ESPP.

The Company issued 1.1 million, 1.2 million and 1.1 million shares under the ESPP during fiscal 2022, 2021 and 2019, respectively, at a weighted average price per share of $4.33, $1.90 and $2.16, respectively. As of June 30, 2022, total unrecognized compensation cost related to the ESPP plan was $0.4 million, which the Company expects to recognize over a weighted average period of 0.6 years.