Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Stock-based Compensation

v3.20.1
Note 4 - Stock-based Compensation
6 Months Ended
Mar. 31, 2020
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
Note
4.
Stock-Based Compensation
 
The Company recorded
$87,937
and
$328,523
of compensation expense related to current and past restricted stock grants, non-qualified stock options and the Company’s Employee Stock Purchase Plan (“ESPP”) for the
three
and
six
months ended
March 31, 2020,
respectively, For the
three
months ended
March 31, 2020,
$83,140
of this expense is included in selling, general and administrative expense, and
$4,797
is included in cost of sales. For the
six
months ended
March 31, 2020,
$318,928
of this expense is included in selling, general and administrative expense, and
$9,595
is included in cost of sales. The Company recorded
$563,666
and
$1,102,190
of compensation expense related to current and past stock option grants, restricted stock grants and the Company’s Employee Stock Purchase Plan (“ESPP”) for the
three
and
six
months ended
March 31, 2019,
respectively. For the
three
months ended
March 31, 2019,
$532,425
of this expense is included in selling, general and administrative expense, and
$31,241
is included in cost of sales. For the
six
months ended
March 31, 2019,
$1,039,709
of this expense is included in selling, general and administrative expense, and
$62,481
is included in cost of sales. As of
March 31, 2020,
$2,324,790
of total unrecognized compensation expense related to non-vested restricted stock awards and stock options is expected to be recognized over a period of approximately
4.4
years.
 
Stock Options
 
The Company uses the Black-Scholes option pricing model to determine the fair value of options granted. During the
six
months ended
March 31, 2020,
the Company granted employees non-qualified stock options to purchase an aggregate of
116,600
shares of common stock with a weighted average contractual term of
5.78
years, a weighted average
4.78
year vesting term, and an exercise price of
$12.43.
During the
six
months ended
March 31, 2019,
the Company granted employees non-qualified stock options to purchase an aggregate of
172,000
shares of common stock with a weighted average contractual term of
four
years, a
three
year vesting term, and a weighted average exercise price of
$12.17.
This fair value of awards during the
six
months ended
March 31, 2020
was estimated as of the grant date using the range of assumptions listed below:
 
    Six months ended March 31, 2020  
  Dividend yield
 
0%
 
 
  Expected volatility
39.5
-
41.5%
 
  Risk-free interest rate
1.65
-
1.69%
 
  Expected life (years)
4
-
6
 
  Vesting period (years)
3
-
5
 
 
The expected stock price volatility is based on the historical volatility of the Company’s stock for a period approximating the expected life. The expected life represents the period of time that options are expected to be outstanding after their grant date. The risk-free interest rate reflects the interest rate as of the grant date on
zero
-coupon U.S. governmental bonds having a remaining life similar to the expected option term.
 
Options are granted at fair market values determined on the date of grant, and vesting normally occurs over a
three
to
five
-year period. Shares issued upon exercise of a stock option are issued from the Company’s authorized but unissued shares.
 
The following is a summary of stock option activity during the
six
months ended
March 31, 2020:
 
      Number of
options
  Weighted average
exercise price
 
  Outstanding as of September 30, 2019    
290,750
    $
11.86
   
  Granted    
116,600
     
12.43
   
  Exercised    
(4,000
)    
2.58
   
  Cancelled or Forfeited    
(48,000
)    
13.35
   
  Outstanding as of March 31, 2020    
355,350
    $
11.95
   
 
The intrinsic value of an option is the amount by which the fair value of the underlying stock exceeds its exercise price. As of
March 31, 2020,
the weighted average remaining contractual term for all outstanding and exercisable stock options was
2.31
years and their aggregate intrinsic value was
$102,150.
During the
six
months ended
March 31, 2020,
the Company received proceeds of
$2,582
from the exercise of stock options. During the
six
months ended
March 31, 2019,
the Company received proceeds of
$24
from the exercise of stock options.
 
Restricted Stock
 
The Company’s
2007
Stock Compensation Plan permits its Compensation Committee to grant stock-based awards, including stock options and restricted stock, to key employees and non-employee directors. The Company has made restricted stock grants that vest over
one
to
ten
years.
 
During the
six
months ended
March 31, 2020,
the Company granted non-employee directors elected at the Company’s
2020
Annual Meeting of Shareholders restricted stock awards totaling
5,830
shares of common stock, with a vesting term of approximately
one
year and a fair value of
$10.72
per share. The Company also granted
8,625
performance stock units entitling the participant to receive the same number of shares of the Company’s common stock, upon achievement of a fiscal year
2020
performance goal. The shares issued to the participant in settlement of the performance stock unit, if any, will be restricted stock subject to forfeiture that will vest
one
year following the settlement date of the performance stock unit. The Company has determined the fair value per underlying share of the performance stock unit awards to be
$11.86
as of the grant date. These performance stock unit awards were forfeited during the
six
months ended
March 31, 2020.
 
During the
six
months ended
March 31, 2019,
the Company granted non-employee directors elected at the Company’s
2019
Annual Meeting of Shareholders restricted stock awards totaling
4,340
shares of common stock, with a vesting term of approximately
one
year and a fair value of
$14.40
per share.
 
Restricted stock transactions during the
six
months ended
March 31, 2020
are summarized as follows:
 
      Number of
shares
  Weighted average grant
date fair value
 
  Unvested shares as of September 30, 2019    
130,440
    $
13.25
   
  Granted    
19,455
     
11.30
   
  Vested    
(5,740
)    
14.01
   
  Forfeited    
(9,875
)    
12.03
   
  Unvested as of March 31, 2020    
134,280
    $
13.02
   
 
Employee Stock Purchase Plan
 
Clearfield, Inc.’s ESPP allows participating employees to purchase shares of the Company’s common stock at a discount through payroll deductions. The ESPP is available to all employees subject to certain eligibility requirements. Terms of the ESPP provide that participating employees
may
purchase the Company’s common stock on a voluntary after-tax basis. Employees
may
purchase the Company’s common stock at a price that is
no
less than the lower of
85%
of the fair market value of
one
share of common stock at the beginning or end of each stock purchase period or phase. The ESPP is carried out in
six
month phases, with phases beginning on
January 1
and
July 1
of each calendar year. For the phases that ended on
December 31, 2019
and
December 31, 2018,
employees purchased
15,107
and
17,312
shares at a price of
$11.23
and
$8.43
per share, respectively. In
February 2020,
the shareholders of Clearfield approved an increase of
200,000
shares to the Company’s ESPP share pool. As a result, as of
March 31, 2020,
the Company has
234,739
shares of common stock available for future purchase under the ESPP.