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Share-based Compensation
9 Months Ended
Mar. 31, 2022
Share-based Compensation  
Share-based Compensation

Note 16. Share-based Compensation

At March 31, 2022, the Company had two share-based employee compensation plans (the 2014 Long-Term Incentive Plan (“LTIP”) and the 2021 LTIP). Together these plans authorized an aggregate total of 8.0 million shares to be issued. As of March 31, 2022, the plans have a total of 1.5 million shares available for future issuances.

Historically, the Company has issued share-based compensation awards with a vesting period ranging up to 3 years and a maximum contractual term of 10 years. The Company issues new shares of stock when stock options are exercised. As of March 31, 2022, there was $10.4 million of total unrecognized compensation cost related to non-vested share-based compensation awards. That cost is expected to be recognized over a weighted average period of 1.8 years.

Stock Options

The Company measures share-based compensation cost for options using the Black-Scholes option pricing model. There were no stock options granted during the nine months ended March 31, 2022. The following table presents the weighted average assumptions used to estimate fair values of the stock options granted, the estimated annual forfeiture rates used to recognize the associated compensation expense and the weighted average fair value of the options granted during the nine months ended March 31, 2021:

Nine Months Ended

March 31, 2021

Risk-free interest rate

0.2

%

Expected volatility

82.5

%

Expected dividend yield

%

Forfeiture rate

%

Expected term

5.0

years

Weighted average fair value

$

3.86

Expected volatility is based on the historical volatility of the price of our common shares during the historical period equal to the expected term of the option. The Company uses historical information to estimate the expected term, which represents the period of time that options granted are expected to be outstanding. The risk-free rate for the period equal to the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The forfeiture rate assumption is the estimated annual rate at which unvested awards are expected to be forfeited during the vesting period. This assumption is based on our actual forfeiture rate on historical awards. Periodically, management will assess whether it is necessary to adjust the estimated rate to reflect changes in actual forfeitures or changes in expectations. Additionally, the expected dividend yield is equal to zero, as the Company has not historically issued and has no immediate plans to issue a dividend.

A stock option summary as of March 31, 2022 and changes during the nine months then ended, is presented below:

    

    

    

    

    

Weighted

Weighted-

Average

Average

Aggregate

Remaining

Exercise

Intrinsic

Contractual

(In thousands, except for weighted average price and life data)

    

Awards

    

Price

    

Value

    

Life (yrs.)

Outstanding at June 30, 2021

 

1,046

9.51

$

25

7.2

Exercised

 

(3)

3.55

$

2

Forfeited, expired or repurchased

 

(96)

15.24

Outstanding at March 31, 2022

 

947

8.95

$

6.6

Vested and expected to vest at March 31, 2022

 

947

8.95

$

6.6

Exercisable at March 31, 2022

 

542

10.95

$

5.8

Restricted Stock

The Company measures restricted stock compensation costs based on the stock price at the grant date less an estimate for expected forfeitures. The annual forfeiture rate used to calculate compensation expense was 6.5% for the nine months ended March 31, 2022 and 2021.

A summary of restricted stock awards as of March 31, 2022 and changes during the nine months then ended, is presented below:

Weighted

Average Grant -

Aggregate

(In thousands, except for weighted average price data)

    

Awards

    

date Fair Value

    

Intrinsic Value

Non-vested at June 30, 2021

 

1,350

$

6.75

Granted

 

1,110

 

4.14

Vested

 

(1,000)

 

5.97

$

3,788

Forfeited

 

(90)

 

5.66

Non-vested at March 31, 2022

 

1,370

$

5.28

Performance-Based Shares

The Company grants performance-based awards to certain key executives. The stock-settled awards will cliff vest based on a three-year performance measurement period. Awards issued prior to July 2021 are based on relative Total Shareholder Return (“TSR”) over a three-year period. Half of the performance shares granted in July 2021 will be tied to our relative TSR, consistent with awards granted in prior years, with the other half tied to a variety of strategic portfolio goals. The Company measures share-based compensation cost for TSR awards using a Monte-Carlo simulation model. Compensation cost for awards tied to strategic portfolio goals is measured using the stock price at the grant date and is recognized based on performance at target award levels. However, in accordance with ASC 718, Compensation – Stock Compensation, the Company will assess the probability that the strategic portfolio goals will be met and adjust the cumulative compensation cost recognized accordingly at each reporting period.

A summary of performance-based share awards as of March 31, 2022 and changes during the current fiscal year, is presented below:

Weighted

Average Grant -

(In thousands, except for weighted average price and life data)

    

Awards

    

date Fair Value

    

Non-vested at June 30, 2021

 

531

$

10.29

Granted

 

617

$

6.04

Performance adjustment (1)

(40)

$

17.69

Vested

 

(58)

$

7.72

Non-vested at March 31, 2022

 

1,050

$

7.65

(1)Represents the adjustment based on the performance of the July 2018 awards, which was below the Threshold goal level at the end of the three-year performance period.

Employee Stock Purchase Plan

In February 2003, the Company’s stockholders approved an Employee Stock Purchase Plan (“2003 ESPP”), under which the Company is authorized to issue 1.1 million shares of the Company’s common stock. The 2003 ESPP was implemented on April 1, 2003 and is qualified under Section 423 of the Internal Revenue Code. In January 2022, the stockholders of the Company approved a new ESPP (“2022 ESPP” and, together with the 2003 ESPP, “ESPPs”). The Company is authorized an additional 1.5 million shares of the Company’s common stock for issuance under the 2022 ESPP, which is qualified under Section 423 of the Internal Revenue Code. During the nine months ended March 31, 2022 and 2021, 207 thousand shares and 81 thousand shares were issued under the ESPPs, respectively. As of March 31, 2022, 1.2 million total cumulative shares have been issued under the ESPPs. Employees eligible to participate in the ESPP may purchase shares of the Company’s stock at 85% of the lower of the fair market value of the common stock on the first day of the calendar quarter, or the last day of the calendar quarter. Under the ESPP, employees can authorize the Company to withhold up to 10% of their compensation during any quarterly offering period, subject to certain limitations.

The following table presents the allocation of share-based compensation costs recognized in the Consolidated Statements of Operations by financial statement line item:

Three Months Ended

Nine Months Ended

March 31, 

March 31, 

(In thousands)

    

2022

    

2021

    

2022

    

2021

Selling, general and administrative expenses

$

1,501

$

1,411

$

6,313

$

5,632

Research and development expenses

 

29

 

132

 

151

 

419

Cost of sales

 

169

 

320

 

562

 

1,145

Total

$

1,699

$

1,863

$

7,026

$

7,196

Tax benefit at statutory rate

$

382

$

419

$

1,581

$

1,619