Stockholders' Equity

3 Months Ended

Dec. 31, 2021

Stockholders’ Equity

The changes in stockholders’ equity for the prior year comparable period is as follows:


	Common Stock					Treasury Stock
(dollars in thousands)	Shares	Amount		Additional Paid-in Capital		Shares		Amount		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
Balance at September 30, 2020	34,082,406	$	34	$	247,892	$	(547,508)	$	(3,983)	$	(9,782)	$	(122,346)	$	111,815
Net income	—	—		—		—		—		—		4,514		4,514
Exercise of stock options, grants of restricted stock awards, and vesting of restricted stock units	151,845	—		197		—		—		—		—		197
Taxes paid associated with net settlement of stock compensation awards	(7,703)	—		(57)		—		—		—		—		(57)
Forfeitures of restricted stock awards	(13,733)	—		—		—		—		—		—		—
Common stock repurchased	—	—		—		(309,496)		(4,103)		—		—		(4,103)
Common stock surrendered in the exercise of stock options	—	—		169		(9,384)		(169)		—		—		—
Stock compensation expense	—	—		1,801		—		—		—		—		1,801
Foreign currency translation	—	—		—		—		—		896		—		896
Balance at December 31, 2020	34,212,815	$	34	$	250,002	$	(866,388)	$	(8,255)	$	(8,886)	$	(117,832)	$	115,063

Stock Compensation Incentive Plans

The Company has several incentive plans under which stock options, restricted stock units (RSUs), restricted stock awards (RSAs), and cash-settled stock appreciation rights (SARs) have been issued, including the Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan, as amended, and a plan and private placement issuances related to the Company’s acquisition of Machinio and Bid4Assets. As of December 31, 2021, the Company has reserved at total of 19,100,000 shares of its common stock for exercises of stock options, vesting of RSUs, and grants of RSAs under these plans. Vesting of RSUs and grants of RSAs count as 1.5x shares against the plan reserves. As of December 31, 2021, 994,605 shares of common stock remained available for use.

Stock Compensation Expense

The table below presents the components of share-based compensation expense (in thousands):


	Three Months Ended December 31,
	2021		2020
Equity-classified awards:
Stock options	$	1,077	$	884
RSUs & RSAs	1,193		918
Total equity-classified awards	$	2,270	$	1,802
Liability-classified awards:
SARs	10		427
Total stock compensation expense:	$	2,280	$	2,229

The table below presents the components of share-based compensation expense by line item within our Condensed Consolidated Statement of Operations (in thousands):


	Three Months Ended December 31,
	2021		2020
Stock Compensation Expense by Line Item
Technology and operations	$	303	$	367
Sales and marketing	490		580
General and administrative	1,487		1,282
Total stock compensation expense:	$	2,280	$	2,229

Stock Options and RSUs & RSAs

The following table presents stock option and RSUs & RSAs grant activity:


	Three Months Ended
	December 31, 2021
Stock Options granted:
Options containing only service conditions:	129,945
Weighted average exercise price	$	23.14
Weighted average grant date fair value	$	10.83

Options containing performance or market conditions:	129,945
Weighted average exercise price	$	23.14
Weighted average grant date fair value	$	10.30

RSUs & RSAs granted:
RSUs & RSAs containing only service conditions:1	316,085
Weighted average grant date fair value	$	22.10

RSUs & RSAs containing performance or market conditions:1	331,085
Weighted average grant date fair value	$	18.80

________________

1 55,000 RSUs containing service conditions and 70,000 RSUs containing performance conditions were granted by private placement.

The stock options and RSUs & RSAs containing only service conditions will vest over a four-year service period. The stock options and RSUs & RSAs containing performance conditions will vest upon the achievement of specified financial targets of the Company, a segment, or a division of a segment. The stock options and RSUs & RSAs containing market conditions will vest upon the achievement of specified increases in the Company’s share price. Vesting is measured the first day of each fiscal quarter over the four-year terms of the awards, starting with the first fiscal quarter after the first anniversary of the grant date, based upon the trailing 20-days average of the Company’s share price.

The range of assumptions used to determine the fair value of stock options containing only service conditions using the Black-Scholes option-pricing model during the three months ended December 31, 2021 were as follows:


						Three Months Ended
						December 31, 2021
Dividend yield						—
Expected volatility						58.7% - 61.2%
Risk-free interest rate						1.1% - 1.3%
Expected term						4.5 - 5.0 years

The range of assumptions used to determine the fair value of stock options and RSUs & RSAs containing market conditions using Monte Carlo simulations during the three months ended December 31, 2021 were as follows:


						Three Months Ended
						December 31, 2021
Dividend yield						—
Expected volatility						57.2% - 62.9%
Risk-free interest rate						1.1% - 1.5%
Expected holding period (% of remaining term)						29.4% - 100.0%

SARs

During the three months ended December 31, 2021, the Company did not issue any SARs, 750 SARs were exercised requiring the Company to make cash payments of less than $0.1 million, and 2,500 SARs were canceled. As of December 31, 2021, 38,795 SARs were outstanding.

Share Repurchase Program

We are authorized to repurchase issued and outstanding shares of our common stock under a share repurchase program approved by our Board of Directors. Share repurchases may be made through open market purchases, privately negotiated transactions or otherwise, at times and in such amounts as management deems appropriate. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions. The repurchase program may be discontinued or suspended at any time and will be funded using our available cash.

The Company had no remaining share repurchase authorization as of September 30, 2021. On December 6, 2021, the Company's Board of Directors authorized a new stock repurchase plan (the "December 6 Stock Repurchase Plan") of up to $20 million of the Company's outstanding shares of common stock through December 31, 2023. During the three months ended December 31, 2021, the Company repurchased a total of 147,185 shares for $3.0 million under this program. As of December 31, 2021, the company may repurchase an additional $17.0 million of shares under this program.

Other Share Repurchases

Separate from the share repurchase program, our stock incentive plans allow for participants to exercise stock options by surrendering shares of common stock equivalent in value to the exercise price due.

During the three months ended December 31, 2021 and December 31, 2020, participants surrendered 4,678 and 9,384 shares of common stock, respectively, in the exercise of stock options. Any shares surrendered to the Company in this manner are not available for future grant.