Stock-Based Compensation | 12. Stock-based compensation The Company’s Amended and Restated 2015 Stock Incentive Plan and the vesting terms of certain stock-based awards granted are described in Note 16 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021. Stock option and restricted stock activity Options The following table summarizes stock option activity for the nine months ended March 31, 2022 and 2021: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($'000) Weighted average grant date fair value ($) Outstanding - June 30, 2021 1,294,832 3.93 7.68 1,624 1.45 Granted - February 2022 137,620 4.87 10.00 235 1.71 Exercised ( 249,521) 3.05 - 470 - Forfeited ( 188,332) 4.14 1.50 Outstanding - March 31, 2022 994,599 4.25 6.86 1,884 1.64 Outstanding - June 30, 2020 1,331,651 5.83 7.56 - 2.01 Granted – August 2020 150,000 3.50 3.00 166 1.11 Granted – November 2020 560,000 3.01 10.00 691 1.23 Exercised ( 17,335) 3.07 - 35 - Forfeited ( 466,033) 7.12 2.26 Outstanding - March 31, 2021 1,558,283 4.24 7.80 2,860 1.59 The Company awarded 137,620 stock options to employees during the three and nine months ended March 31, 2022. No stock options were awarded during the three months ended March 31, 2021. The Company awarded 560,000 stock options to employees during the nine months ended March 31, 2021. On August 5, 2020, the Company granted one of its non-employee directors, Mr. Ali Mazanderani, in his capacity as a consultant to the Company, 150,000 stock options with an exercise price of $ 3.50. These stock options are subject to the non-employee director’s continuous service through the applicable vesting date, and half of the options vest on each of the first and second anniversaries of the grant date. Employees forfeited 94,404 and 10,000 stock options during the three months ended March 31, 2022 and 2021, respectively. Employees forfeited 188,332 and 205,999 stock options during the nine months ended March 31, 2022 and 2021, respectively. During the nine months ended March 31, 2021, the Company’s former chief executive officer forfeited 250,034 stock options with strike prices ranging from $ 6.20 to $ 11.23 per share following his separation from the Company. The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the following table. The estimated expected volatility is calculated based on the Company’s 750-day volatility. The estimated expected life of the option was determined based on the historical behavior of employees who were granted options with similar terms. The table below presents the range of assumptions used to value stock options granted during the nine months ended March 31, 2022 and 2021: Nine months ended March 31, 2022 2021 Expected volatility 50 % 62 % Expected dividends 0 % 0 % Expected life (in years) 3 3 Risk-free rate 1.61 % 0.19 % 12. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Options (continued) The following table presents stock options vested and expected to vest as of March 31, 2022: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Vested and expecting to vest - March 31, 2022 994,599 4.25 6.86 1,884 These options have an exercise price range of $ 3.01 to $ 11.23. The following table presents stock options that are exercisable as of March 31, 2022: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Exercisable - March 31, 2022 464,506 5.37 5.73 220 No stock options became exercisable during the three months ended March 31, 2022 and 2021. During the nine months ended March 31, 2022 and 2021, respectively, 376,348 and 337,666 stock options became exercisable. The Company issues new shares to satisfy stock option exercises. Restricted stock The following table summarizes restricted stock activity for the nine months ended March 31, 2022 and 2021: Number of shares of restricted stock Weighted average grant date fair value ($’000) Non-vested – June 30, 2021 384,560 1,123 Total granted 893,831 4,433 Granted – July 2021 234,608 963 Granted – August 2021 44,986 192 Granted – November and December 2021 326,158 1,766 Granted – December 2021 50,300 269 Granted – February 2022 29,920 146 Granted – March 2022 207,859 1,097 Total granted and vested - November and December 2021 - - Granted - November and December 2021 71,647 393 Vested - November and December 2021 ( 71,647) 393 Forfeitures ( 30,000) ( 160) Non-vested – March 31, 2022 1,248,391 5,867 Non-vested – June 30, 2020 1,115,500 5,354 Total vested ( 311,300) ( 1,037) Vested – August 2020 ( 244,500) ( 812) Vested – September 2020 - accelerated vesting ( 66,800) ( 225) Forfeitures ( 510,200) ( 1,766) Non-vested – March 31, 2021 294,000 994 12. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Restricted stock (continued) On June 30, 2021, the Company entered into employment agreements with Mr. Chris G.B. Meyer, under which Mr. Meyer was appointed Group Chief Executive Officer of the Company effective July 1, 2021. Mr. Meyer was awarded 117,304 shares of restricted stock on July 1, 2021, which were subject to time-based vesting and vest in full on June 30, 2024, subject to Mr. Meyer’s continued service to the Company through June 30, 2024. In addition, under the terms of Mr. Meyer’s engagement, the Company’s Remuneration Committee also awarded Mr. Meyer 117,304 shares of restricted stock which include performance conditions and which only vest on June 30, 2024 if the performance conditions are met and Mr. Meyer remains employed with the Company through June 30, 2024. Vesting of half of these awards, or 58,652 shares of restricted stock, is subject to the Company achieving its three-year financial services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and the other half is subject to share price growth targets, and only vest if the Company’s share price is $ 8.14 or higher on June 30, 2024. On March 1, 2022, the Company awarded 207,859 shares of restricted stock to executive officers and vesting of these awards is subject to the executive’s continuous service through the applicable vesting date, one third of which vests on each of the first, second and third anniversaries of the grant date. In August 2021, December 2021 and February 2022, the Company awarded 44,986, 50,300 and 29,920 shares of restricted stock, respectively, to employees which have time and performance-based (market conditions related to share price performance) vesting conditions. Upon joining the Company, each of Messrs. Meyer and Lincoln C. Mali, were entitled to receive an award of shares of restricted stock which were subject to them purchasing an agreed value of shares (“matching awards”) in the market during a prescribed period of time. However, these executives were unable to purchase shares in the market during that period due to a Company-imposed insider-trading restriction placed on them. On November 15, 2021, the Company amended the terms of these awards in order to put the executives into an economically equivalent position, as follows: (i) assume that the executives would have purchased their agreed allocation within their first 30 days post commencement of employment had they not been embargoed; (ii) require the executives to fulfill their agreed allocations within a short period following release of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021; (iii) to the extent that the price per share actually paid is greater than the 30-day volume-weighted average price (“VWAP”) in their respective first months of employment, award the executives a top-up (“top up awards”) which amounts to the after-tax difference between (a) number of shares purchased at the 30-day VWAP in their respective first months of employment and (b) number of shares purchased at the actual share price paid. The top-up will be settled as follows: (a) 55% in shares of the Company’s common stock and (b) 45%, at the election of the executive, as either shares of the Company’s common stock or cash. The top up awards were not subject to any vesting conditions and vested immediately; and (iv) adjust the initial matching awards to the aggregate number of shares acquired in terms of (ii) and (iii). The matching awards vest ratably over a period of three years commencing on the first anniversary of the grant of the matching awards. The executives acquired shares during November and December 2021, and the Company granted the executives 326,158 matching awards and 71,647 top up awards. Except as discussed above, no shares of restricted stock vested during the three and nine months ended March 31, 2022. During the nine months ended March 31, 2021, 244,500 shares of restricted stock with time-based vesting conditions vested. In connection with the Company’s former chief executive officer’s separation, the Company agreed to accelerate the vesting of 66,800 shares of restricted stock which were granted in February 2020, and which were subject to time-based vesting. These shares of restricted stock vested on September 30, 2020. During the nine months ended March 31, 2022, 30,000 shares of restricted stock were forfeited by an executive officer as the market condition (related to share price performance) was not achieved. The 510,200 shares of restricted stock that were forfeited during the nine months ended March 31, 2021, includes 375,200 shares of restricted stock forfeited by the Company’s former chief executive officer upon his separation from the Company and 30,000 shares of restricted stock forfeited by an executive officer as the market condition (related to share price performance) was not achieved. The March 31, 2021, non-vested shares of restricted stock presented in the table above includes 164,000 shares of restricted stock forfeited by an executive officer following his resignation from the Company on April 30, 2021. The amount of 164,000 shares of restricted stock comprised 107,200 shares of restricted stock with performance (related to agreed return on net asset value) and time-based vesting conditions, 30,000 shares of restricted stock with a market condition (related to share price performance) and time-based vesting conditions, and 26,800 shares of restricted stock with time-based vesting conditions. 12. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Restricted stock (continued) Effective January 1, 2022, the Company agreed to grant an advisor shares in lieu of cash for services provided to the Company during a contract term that will expire on December 31, 2022. The contract may be terminated early if certain agreed events occur. The advisor has agreed to receive 6,481 shares of the Company’s common stock per month as payment for services rendered and is not entitled to receive additional shares if the contract is terminated early due to the occurrence of the agreed events. The 6,481 shares granted per month was calculated using an agreed monthly fee of $ 35,000 divided by the Company’s closing market price on January 3, 2022, on the Nasdaq Global Select Market. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears, on a quarterly basis and that the shares may not be transferred until the earlier of December 31, 2022, or the occurrence of the agreed event. During the three months ended March 31, 2022, the Company recorded a stock-based compensation charge of $ 0.1 million and included the issuance of 19,443 shares of common stock in its issued and outstanding share count. The Company recorded a stock-based compensation charge, net during the three months ended March 31, 2022 and 2021, of $ 0.6 million and $ 0.2 million, respectively, which comprised: Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration Three months ended March 31, 2022 Stock-based compensation charge $ 619 $ - $ 619 Reversal of stock compensation charge related to stock options and restricted stock forfeited ( 5) - ( 5) Total - three months ended March 31, 2022 $ 614 $ - $ 614 Three months ended March 31, 2021 Stock-based compensation charge $ 245 $ - $ 245 Total - three months ended March 31, 2021 $ 245 $ - $ 245 The Company recorded a stock-based compensation charge, net during the nine months ended March 31, 2022 and 2021, of $ 1.7 million and $ 0.9 million respectively, which comprised: a Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration Nine months ended March 31, 2022 Stock-based compensation charge $ 1,751 $ - $ 1,751 Reversal of stock compensation charge related to stock options forfeited ( 40) - ( 40) Total - nine months ended March 31, 2022 $ 1,711 $ - $ 1,711 Nine months ended March 31, 2021 Stock-based compensation charge $ 1,173 $ - $ 1,173 Reversal of stock compensation charge related to stock options and restricted stock forfeited ( 297) - ( 297) Total - nine months ended March 31, 2021 $ 876 $ - $ 876 The stock-based compensation charges have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees. 12. Stock-based compensation (continued) As of March 31, 2022, the total unrecognized compensation cost related to stock options was approximately $ 0.5 million, which the Company expects to recognize over approximately two years. As of March 31, 2022, the total unrecognized compensation cost related to restricted stock awards was approximately $ 4.8 million, which the Company expects to recognize over approximately three years. As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a deferred tax asset of approximately $ 0.3 million and $ 0.1 million, related to the stock-based compensation charge recognized related to employees of Net1. As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a valuation allowance of approximately $ 0.3 million and $ 0.1 million, related to the deferred tax asset because it does not believe that the stock-based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on the date of exercise by the option recipient and the exercise price from income subject to taxation in the United States. |