XML 36 R21.htm IDEA: XBRL DOCUMENT v3.23.2
STOCK-BASED COMPENSATION
12 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
The Company grants long-term equity-based awards under the 2018 Long Term Incentive Plan (the 2018 Plan). The 2018 Plan, which was approved by the Company's shareholders at its 2018 Annual Meeting of Shareholders, provides for the granting of nonqualified SOs, equity-based SARs and cash-settled SARs, RSUs and PSUs, to employees and non-employee directors of the Company. Under the 2018 Plan, a maximum of 3,818,895 shares are approved for issuance. The 2018 Plan incorporates a fungible share design, under which full value awards (such as RSUs and PSUs) count against the shares reserved for issuance at a rate 2.0 times higher than appreciation awards (such as SARs and SOs). As of June 30, 2023, a maximum of 1,481,215 shares were available for grant under the 2018 Plan. All unvested awards are subject to forfeiture in the event of termination of employment, unless accelerated. SAR and RSU awards granted under the 2018 Plan generally include various acceleration terms, including upon retirement for participants aged 62 years or older or who are aged 55 years or older and have 15 years of continuous service.
The Company also has outstanding awards under the 2016 Long Term Incentive Plan (the 2016 Plan), although the 2016 Plan terminated in October 2018 and no additional awards have since been or will be made under the 2016 Plan. The 2016 Plan provided for the granting of SARs, restricted stock awards (RSAs), RSUs and PSUs, as well as cash-based performance grants, to employees and non-employee directors of the Company.
The Company also has outstanding awards under the Amended and Restated 2004 Long Term Incentive Plan (the 2004 Plan), although the 2004 Plan terminated in October 2016 and no additional awards have since been or will be made under the 2004 Plan. The 2004 Plan provided for the granting of nonqualified SOs, SARs, RSAs, RSUs and PSUs, as well as cash-based performance grants, to employees and non-employee directors of the Company.
Under the 2018 Plan, 2016 Plan and the 2004 Plan, stock-based awards are granted at an exercise price or initial value equal to the fair market value on the date of grant. The fair value of cash-settled SARs granted in fiscal year 2022 are re-valued on a quarterly basis.
Using the fair value of each grant on the date of grant, the weighted average fair values per stock-based compensation award granted during fiscal years 2023, 2022 and 2021 were as follows (1):
Fiscal Years
202320222021
SARs$1.52 $2.56 $— 
SOs1.43 1.82 2.89 
RSUs— 2.69 7.15 
PSUs— — 5.83 
_______________________________________________________________________________
(1)The fair value of cash-settled SARs granted are estimated on the date of grant using a Black-Scholes valuation model, with the fair value recalculated on a quarterly basis. The fair value of market-based SOs granted are estimated on the date of grant using either a Monte Carlo valuation model or a Black-Scholes valuation model. The fair value of market-based RSUs and PSUs granted are estimated on the date of grant using a Monte Carlo valuation model. The significant assumptions used in determining the estimated fair value of the market-based awards granted during fiscal years 2023, 2022 and 2021 were as follows:
Fiscal Years
202320222021
Risk-free interest rate
3.08 - 4.30%
1.25 - 3.04%
0.16 - 0.78%
Expected volatility
69.5 - 82.6%
58.3 - 64.5%
44.9 - 66.8%
Expected dividend yield— %— %— %
Expected term of share options
6.0 - 7.9 years
6.1 - 7.7 years
7.0 years
The risk-free interest rate is determined based on the U.S. Treasury rates approximating the expected life of the market-based SARs, SOs, RSUs and PSUs granted. Expected volatility is established based on historical volatility of the Company's stock price. The Company uses historical data to estimate pre-vesting forfeiture rates. The expected term is based on a review of historical exercise experience.
Stock-based compensation expense was as follows:
Fiscal Years
202320222021
(Dollars in thousands)
SARs & SOs (1)$1,352 $(241)$456 
RSUs & PSUs964 1,575 2,798 
Total stock-based compensation expense (recorded in general and administrative)2,316 1,334 3,254 
Less: Income tax benefit (2)— — — 
Total stock-based compensation expense, net of tax$2,316 $1,334 $3,254 
_______________________________________________________________________________
(1)A benefit was recognized in fiscal year 2022 due to forfeiture of SARs and SOs.
(2)Federal statutory income tax rate utilized of 0% due to a valuation allowance in fiscal years 2023, 2022 and 2021.
Stock Appreciation Rights:
SARs granted under the 2018 Plan, 2016 Plan and the 2004 Plan generally vest 20%, 20%, and 60% over a three-year period subsequent to the grant date or vest ratably over a three to five-year period on each of the annual grant date anniversaries and expire 10 years from the grant date. SARs granted in fiscal year 2023 were awarded to the Company's executives and are liability-classified awards that vest ratably over a three-year period and are revalued each reporting period. SARs granted prior to fiscal year 2023 vest 20%, 20%, and 60% over a three-year period or vest ratably over a three-year period, with the exception of the April 2017 grant to the former Chief Executive Officer, which vested in full after two years.
Activity for all the Company's outstanding SARs is as follows:
 Shares/Units
(in thousands)
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual Life
Aggregate
Intrinsic Value
(in thousands)
 SARs
Outstanding balance at June 30, 20221,611 $7.95 
Granted600 1.52   
Forfeited/Expired(113)1.61   
Exercised— —   
Outstanding balance at June 30, 20232,098 $6.45 6.37$(11,203)
Exercisable at June 30, 20231,119 $10.33 4.22$(10,317)
Unvested awards, net of estimated forfeitures825 $2.02 8.82$(751)
As of June 30, 2023, there was $0.4 million of unrecognized expense related to SARs that is to be recognized over a weighted average period of 1.9 years.
Stock Options:
SOs granted under the 2018 Plan, 2016 Plan and the 2004 Plan generally vest 20%, 20%, and 60% over a three-year period subsequent to the grant date or vest ratably over a three to five-year period on each of the annual grant date anniversaries and expire 10 years from the grant date. The SOs granted during fiscal year 2023 were awarded to the Company's executives and vest ratably over a three-year period and SOs granted to non-employee directors vest in equal amounts over a one-year period from the Company's previous annual shareholder meeting date and exercises are deferred until the director's board service ends.
Activity for all the Company's outstanding SOs is as follows:
 Shares/Units
(in thousands)
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual Life
Aggregate
Intrinsic Value
(in thousands)
 SOs
Outstanding balance at June 30, 20221,495 $1.81 
Granted1,644 1.43   
Forfeited/Expired(148)1.59   
Exercised— —   
Outstanding balance at June 30, 20232,991 $1.61 8.98$(1,496)
Exercisable at June 30, 2023645 $1.54 9.05$(277)
Unvested awards, net of estimated forfeitures1,958 $1.63 8.97$(1,018)
As of June 30, 2023, there was $1.4 million of unrecognized expense related to SOs that is to be recognized over a weighted average period of 1.7 years.
Restricted Stock Units:
RSUs granted to employees under the 2018 Plan, 2016 Plan and 2004 Plan generally vest 20%, 20%, and 60% over a three-year period subsequent to the grant date, vest ratably over a one to five-year period on each of the annual grant date anniversaries or vest entirely after a one, three or five-year period subsequent to the grant date. RSUs granted to non-employee directors under the 2018 Plan, 2016 Plan and 2004 Plan generally vest in equal monthly amounts over a one-year period from the Company's previous annual shareholder meeting date and distributions are deferred until the director's board service ends. The Company did not grant RSUs in fiscal year 2023.
Activity for all the Company's RSUs is as follows:
 Shares/Units
(in thousands)
Weighted
Average
Grant Date
Fair Value
Aggregate Intrinsic
Value
(in thousands)
 RSUs
Outstanding balance at June 30, 2022907 $6.27 
Granted— —  
Forfeited(34)4.79  
Vested(88)6.13  
Outstanding balance at June 30, 2023785 $6.35 $871 
Vested at June 30, 2023543 $7.24 $603 
Unvested awards, net of estimated forfeitures162 $5.58 $180 
As of June 30, 2023, there was $0.3 million of unrecognized expense related to RSUs that is expected to be recognized over a weighted average period of 1.6 years. The fair value of the shares vested was $0.5, $5.8 and $3.2 million in fiscal years 2023, 2022 and 2021, respectively.
Performance Share Units:
PSUs are grants of restricted stock units which are earned based on the achievement of performance goals established by the Compensation Committee over a performance period, typically three years. There were no PSUs granted in fiscal year 2023.
Activity for all the Company's PSUs is as follows:
 Shares/Units
(in thousands)
Weighted
Average
Grant Date
Fair Value
Aggregate Intrinsic
Value
(in thousands)
 PSUs
Outstanding balance at June 30, 202274 $9.82 
Granted— —  
Forfeited(74)9.82  
Vested— —  
Outstanding balance at June 30, 2023— $— $— 
Vested at June 30, 2023— $— $— 
Unvested awards, net of estimated forfeitures— $— $—