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Stockholders' Equity
6 Months Ended
Dec. 31, 2023
Stockholders' Equity  
Stockholders' Equity

9. Stockholders’ Equity

Stock-based Compensation

As of December 31, 2023, we maintained the Amended and Restated 2012 Incentive Award Plan (the “OSI Plan”) as a stock-based employee compensation plan.

We recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands):

Three Months Ended December 31, 

    

Six Months Ended December 31, 

    

2022

    

2023

2022

    

2023

Cost of goods sold

$

241

$

255

$

457

$

487

Selling, general and administrative

6,870

6,945

 

13,710

 

13,676

Research and development

128

128

 

249

 

254

Stock-based compensation expense

$

7,239

$

7,328

$

14,416

$

14,417

As of December 31, 2023, total unrecognized compensation cost related to share-based compensation grants under the OSI Plan were estimated at $1.2 million for stock options and $23.8 million for restricted stock units (“RSUs”). We expect to recognize these costs over a weighted average period of 2.4 years with respect to the stock options and 2.3 years with respect to the RSUs.

The following summarizes stock option activity during the six months ended December 31, 2023:

Weighted

Average

Weighted-Average

Aggregate

Number of

Exercise

Remaining Contractual

Intrinsic Value

    

Options

    

Price

    

Term

    

(in thousands)

Outstanding at June 30, 2023

 

83,677

 

$

87.09

 

Granted

 

22,438

119.45

Exercised

 

(14,489)

81.93

Expired or forfeited

 

(4,375)

$

86.09

Outstanding at December 31, 2023

 

87,251

$

96.32

7.7 years

$

2,856

Exercisable at December 31, 2023

42,856

 

6.1 years

$

1,797

The following summarizes RSU award activity during the six months ended December 31, 2023:

Weighted-

Average

    

Shares

    

Fair Value

Nonvested at June 30, 2023

 

455,515

$

85.15

Granted

 

331,278

95.23

Vested

 

(384,614)

79.51

Forfeited

 

(5,226)

84.66

Nonvested at December 31, 2023

 

396,953

$

99.03

In December 2023, our shareholders approved an amendment to the OSI Plan, which increased the shares available under the OSI Plan by 2.4 million shares. As of December 31, 2023, there were approximately 2.5 million shares available for grant under the OSI Plan.

Under the terms of the OSI Plan, RSUs and restricted stock granted from the pool of shares available for grant reduce the pool by 1.87 shares for each award granted. RSUs and restricted stock forfeited and returned to the pool of shares available for grant increase the pool by 1.87 shares for each award forfeited.

We granted 110,811 and 75,988 performance-based RSUs during the six months ended December 31, 2022 and 2023, respectively. These performance-based RSU awards are contingent on the achievement of certain performance metrics. The payout related to these awards can range from zero to 376% of the original number of shares or units awarded. Compensation cost associated with these performance-based RSUs are recognized based on the estimated number of shares that we ultimately expect will vest. If the estimated number of shares to vest is revised in the future, then stock-based compensation expense will be adjusted accordingly.

Stock Repurchase Program

In September 2022, our Board of Directors increased the stock repurchase authorization to a total of 2 million shares. This program does not expire unless our Board of Directors acts to terminate the program. The timing and actual numbers of shares purchased depend on a variety of factors, including stock price, general business and market conditions and other investment opportunities. Repurchases may be made from time to time under the program through open-market purchases or privately-negotiated transactions at our discretion. Upon repurchase, the shares are restored to the status of authorized but unissued shares, and we record them in our consolidated financial statements as a reduction in the number of shares of common stock issued and outstanding, with the excess purchase price over par value recorded as a reduction of additional paid-in capital. If additional paid-in capital is reduced to zero, we record the remainder of the excess purchase price over par value as a reduction of retained earnings.

During the six months ended December 31, 2023, we did not repurchase shares of our common stock. As of December 31, 2023, there were 1,721,870 shares remaining available for repurchase under the authorized repurchase program.

Dividends

We have not paid any cash dividends since the consummation of our initial public offering in 1997 and we do not currently intend to pay any cash dividends in the foreseeable future. Our Board of Directors will determine the payment of future cash dividends, if any. Certain of our current bank credit facilities restrict the payment of cash dividends and future borrowings may contain similar restrictions.