Annual report pursuant to Section 13 and 15(d)

Note C - Shareholders' Equity

v3.19.3
Note C - Shareholders' Equity
12 Months Ended
Sep. 30, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
NOTE C – SHAREHOLDERS’ EQUITY
 
Share Repurchase Program:
On
November 13, 2014,
the Company announced that its Board of Directors had approved a stock repurchase program under which it will purchase up to
$8,000,000
of its outstanding shares of common stock. On
April 25, 2017,
the Board of Directors increased the repurchase authorization by
$4,000,000
to
$12,000,000
of common stock. The program does
not
obligate Clearfield to repurchase any particular amount of common stock during any period. The repurchase will be funded by cash on hand. The repurchase program is expected to continue indefinitely until the maximum dollar amount of shares has been repurchased or until the repurchase program is earlier modified, suspended or terminated by the board of directors. As of
September 30, 2019,
the Company
may
repurchase up to
$5,409,326
of its outstanding shares of common stock.
 
The Company is authorized to issue
50,000,000
shares of common stock at
$.01
par value and
5,000,000
undesignated shares. From the undesignated shares,
500,000
shares have been designated as Series B Junior Participating Preferred Shares and
none
of such shares have been issued or are outstanding. The Board of Directors
may,
by resolution, establish from the remaining undesignated shares different classes or series of shares and
may
fix the relative rights and preferences of shares in any class or series.
 
Stock-Based Compensation:
The Company’s stock-based compensation plans are administered by the Compensation Committee of the Board of Directors, which selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures and other provisions of the award.
 
The Company currently has
one
equity compensation plan, the
2007
Stock Compensation Plan, from which it grants equity awards that are used as an incentive for directors, officers, and other employees. The
2007
Stock Compensation Plan has
851,134
shares available for issue as of
September 30, 2019.
As of
September 30, 2019,
$2,371,309
of total unrecognized compensation expense related to non-vested awards is expected to be recognized over a period of approximately
4.9
years. The Company recorded related compensation expense for the years ended
September 30, 2019,
2018,
and
2017
of
$1,729,025,
$2,003,207,
and
$2,319,975,
respectively. For the year ended
September 30, 2019,
$1,638,829
of this expense was included in selling, general and administrative expense and
$90,196
was included in cost of sales. For the year ended
September 30, 2018,
$1,835,086
of this expense was included in selling, general and administrative expense and
$168,121
was included in cost of sales. For the year ended
September 30, 2017,
$2,103,621
of this expense was included in selling, general and administrative expense and
$216,354
was included in cost of sales.
 
Stock Options:
The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options granted. During the fiscal year ended
September 30, 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
4
years, a
three
year vesting term, and a weighted average exercise price of
$12.17.
During the fiscal year ended
September 30, 2018,
the Company granted employees non-qualified stock options to purchase an aggregate of
108,000
shares of common stock with a weighted average contractual term of
4.7
years, a
three
year vesting term, and a weighted average exercise price of
$13.37.
There were
no
stock options granted during the year ended
September 30, 2017.
The fair value was estimated at the grant date using the assumptions listed below:
 
    Year ended
September 30,
2019
  Year ended
September 30,
2018
Dividend yield    
0
%    
0
%
Weighted average expected volatility    
37.77
%    
43.68
%
Weighted average risk-free interest rate    
2.92
%    
2.70
%
Weighted average expected life (in years)    
3.0
     
3.7
 
Vesting period (in years)    
3.0
     
3.0
 
 
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 at grant date on
zero
-coupon U.S. governmental bonds having a remaining life similar to the expected option term.
 
Options are generally granted at fair market values determined on the date of grant and vesting normally occurs over a
three
to
five
-year period. However, options granted to directors have a
one
year vesting period and a
six
year contractual term. The maximum contractual term is normally
six
years. Shares issued upon exercise of a stock option are issued from the Company’s authorized but unissued shares. There were
36,000
options vested during the year ended
September 30, 2019
and
no
options vested during the year ended
September 30 2018.
For the year ended
September 30, 2019,
there were
6,750
stock options that were exercised using a cashless method of exercise. For the year ended
September 30, 2018,
there were
2,250
stock options that were exercised using a cashless method of exercise. The intrinsic value of options exercised during the years ended
September 30, 2019
and
September 30, 2018
was
$81,728
and
$75,767,
respectively.
 
Option transactions under the
2007
Stock Compensation Plan during the years ended
September 30, 2019
and
2018
are summarized as follows:
 
    Number of
shares
  Weighted average
exercise price
  Weighted
average fair value
Outstanding as of September 30, 2017    
38,950
    $
2.79
     
 
 
Granted    
108,000
     
13.37
    $
4.78
 
Cancelled or Forfeited    
-
     
-
     
 
 
Exercised    
(8,450
)    
3.58
     
 
 
Outstanding as of September 30, 2018    
138,500
     
10.99
     
 
 
Granted    
172,000
     
12.17
    $
3.53
 
Cancelled or Forfeited    
(12,000
)    
12.17
     
 
 
Exercised    
(7,750
)    
2.58
     
 
 
Outstanding as of September 30, 2019    
290,750
    $
11.86
     
 
 
 
The following table summarizes information concerning options exercisable under the
2007
Stock Compensation Plan:
 
Year ended   Exercisable   Weighted average
remaining contractual life
(in years)
  Weighted average
exercise price
September 30, 2019    
58,750
     
2.40
    $
9.19
 
September 30, 2018    
30,500
     
1.89
    $
2.58
 
 
The following table summarizes information concerning options currently outstanding at:
 
Year Ended   Number
outstanding
  Weighted
average
remaining
contractual life
(in years)
  Weighted
average
exercise
price
  Aggregate
intrinsic
value
September 30, 2019    
290,750
     
3.04
    $
11.86
    $
156,173
 
September 30, 2018    
138,500
     
3.82
    $
10.99
    $
(4,097
)
 
Restricted Stock:
The Company’s
2007
Stock Compensation Plan permits our Compensation Committee to grant other stock-based awards. The Company has awarded restricted stock grants to employees that vest over
one
to
ten
years.
 
Restricted stock transactions during the years ended
September 30, 2019
and
2018
are summarized as follows:
 
    Number of
shares
  Weighted average
grant date fair value
Unvested shares as of September 30, 2017    
370,530
    $
15.24
 
Granted    
7,235
     
14.17
 
Vested    
(113,930
)    
16.45
 
Forfeited    
(15,222
)    
15.41
 
Unvested shares as of September 30, 2018    
248,613
     
14.65
 
Granted    
4,340
     
14.40
 
Vested    
(110,683
)    
16.31
 
Forfeited    
(11,830
)    
14.47
 
Unvested shares as of September 30, 2019    
130,440
    $
13.25
 
 
The Company repurchased a total of
40,933
shares of our common stock at an average price of
$13.51
in connection with payment of taxes upon the vesting of restricted stock previously issued to employees for the year ended
September 30, 2019.
The Company repurchased a total of
41,989
shares of our common stock at an average price of
$11.66
in connection with payment of taxes upon the vesting of restricted stock previously issued to employees for the year ended
September 30, 2018.
 
Employee Stock Purchase Plan:
The Clearfield, Inc.
2010
Employee Stock Purchase Plan (“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
July 1
and
January 1
of each calendar year. For the phases that ended on
December 31, 2018
and
June 30, 2019,
employees purchased
17,312
and
19,923
shares, respectively, at a price of
$
8.43
.
For the phases that ended on
December 31, 2017
and
June 30, 2018,
employees purchased
14,242
and
15,932
shares, respectively, at a price of
$10.41
and
$9.39
per share, respectively. As of
September 30, 2019,
the Company has withheld approximately
$80,708
from employees participating in the phase that began on
July 1, 2019.
After the employee purchase on
June 30, 2019,
49,846
shares of common stock were available for future purchase under the ESPP.