XML 39 R18.htm IDEA: XBRL DOCUMENT
v3.24.2.u1

Share-based Compensation | 12 Months Ended
--- | ---
Jun. 30, 2022
Share-Based Payment Arrangement, Noncash Expense [Abstract] |
Share-based Compensation | Share-based Compensation 2018 Omnibus Incentive Plan The 2009 Share Option/Share Issuance Plan (the “2009 Plan”) was approved in September 2009 at the annual general meeting of shareholders in connection with the Company's IPO. At the annual general meeting of shareholders in November 2018, the 2009 Plan was approved to be terminated and the 2018 Omnibus Incentive Plan (the “2018 Plan”) was effective. No further awards will be made under the 2009 Plan. The 2018 Plan authorized the board of directors to grant incentive share options, non-statutory share options and restricted shares to employees, directors, non-employee directors and consultants of the Company and its subsidiaries for up to 2,065,000 common shares. The 2018 Plan does not include an evergreen authorization Therefore, the Company is not permitted to increase the number of shares reserved in the share pool without obtaining further shareholder approval. Outstanding shares under the 2018 Plan and awards granted under the 2009 Plan that expire, are forfeited or cancelled or terminate prior to the issuance of the shares subject to those awards or are settled in cash will be available for subsequent issuance under the 2018 Plan. At the annual general meeting of shareholders in November 2021, 2022 and 2023, the 2018 Plan was approved to increase by 1,000,000, 740,000 and 427,000 shares, respectively, to a total of 4,232,000 shares. As of June 30, 2024, 919,093 shares were available for grant under the 2018 Plan. Beginning with the 2014 Annual Shareholders Meeting, on the date of each annual shareholders meeting, each individual who commences service as a non-employee Board member by reason of his or her election to the Board at such annual meeting and each individual who is to continue to serve as a non-employee Board member, whether or not that individual is standing for re-election to the Board at that particular annual meeting, will automatically be granted an award in the form of restricted share units covering that number of common shares determined by dividing one hundred sixty thousand dollars ($160,000) by the average fair market value per share for the ninety (90)-day period preceding the grant date, up to a maximum of 10,000 shares. Under the 2018 Plan, incentive share options and RSU are to be granted at a price that is not less than 100% and nonstatutory share options are to be granted at not less than 85% of the fair value of the common shares, at the date of grant for employees and consultants. Options and RSUs generally vest over a four-year to five-year period, and are exercisable for a maximum period of ten years after the date of grant. The fair value of RSU, including time-based restricted stock units and performance-based restricted stock units is based on the market price of the Company's common shares on the date of grant. Time-based Restricted Stock Units (“TRSU”) The following table summarizes the Company's TRSU activities:
|  | Number of Time-based Restricted Stock Units |  | Weighted Average Grant Date Fair Value Per Share |  | Weighted Average Remaining Recognition Period (Years) |  | Aggregate Intrinsic Value
Nonvested at June 30, 2021 |  | 1,053,524 |  |  | $ | 21.60 |  |  | 1.73 |  | $ | 32,016,594 |
Granted |  | 597,381 |  |  | $ | 45.83 |  |  |  |  |
Vested |  | (410,670) |  |  | $ | 20.54 |  |  |  |  |
Forfeited |  | (70,626) |  |  | $ | 26.79 |  |  |  |  |
Nonvested at June 30, 2022 |  | 1,169,609 |  |  | $ | 34.03 |  |  | 1.73 |  | $ | 38,994,764 |
Granted |  | 714,080 |  |  | $ | 27.70 |  |  |  |  |
Vested |  | (451,549) |  |  | $ | 28.84 |  |  |  |  |
Forfeited |  | (47,075) |  |  | $ | 33.40 |  |  |  |  |
Nonvested at June 30, 2023 |  | 1,385,065 |  |  | $ | 32.48 |  |  | 1.73 |  | $ | 45,430,132 |
Granted |  | 679,993 |  |  | $ | 23.12 |  |  |  |  |
Vested |  | (521,109) |  |  | $ | 30.00 |  |  |  |  |
Forfeited |  | (74,814) |  |  | $ | 30.34 |  |  |  |  |
Nonvested at June 30, 2024 |  | 1,469,135 |  |  | $ | 29.13 |  |  | 1.66 |  | $ | 54,901,575 |
Performance-based Restricted Stock Units (“PRSU”) In March each year since fiscal year 2017, the Company granted PRSU to certain personnel. The number of shares to be ultimately earned under the PRSU is determined based on the level of attainment of predetermined financial goals. The PRSU vests in four equal annual installments from the first anniversary date after the grant date if certain predetermined financial goals were met. The Company recorded $2.8 million, $5.2 million and $4.6 million of expenses for these PRSUs during the years ended June 30, 2024, 2023 and 2022, respectively. The following table summarizes the Company’s PRSU activities:
|  | Number of Performance-based Restricted Stock Units |  | Weighted Average Grant Date Fair Value Per Share |  | Weighted Average Remaining Recognition Period (Years) |  | Aggregate Intrinsic Value
Nonvested at June 30, 2021 |  | 353,824 |  |  | $ | 22.69 |  |  | 1.74 |  | $ | 10,752,711 |
Granted |  | 194,000 |  |  | $ | 48.65 |  |  |  |  |
Vested |  | (151,199) |  |  | $ | 19.44 |  |  |  |  |
Forfeited |  | (7,250) |  |  | $ | 40.33 |  |  |  |  |
Nonvested at June 30, 2022 |  | 389,375 |  |  | $ | 36.56 |  |  | 1.85 |  | $ | 12,981,763 |
Granted |  | 264,214 |  |  | $ | 25.70 |  |  |  |  |
Vested |  | (116,132) |  |  | $ | 30.54 |  |  |  |  |
Forfeited |  | (10,743) |  |  | $ | 48.65 |  |  |  |  |
Nonvested at June 30, 2023 |  | 526,714 |  |  | $ | 32.19 |  |  | 1.78 |  | $ | 17,276,219 |
Granted |  | 209,250 |  |  | $ | 21.55 |  |  |  |  |
Vested |  | (123,632) |  |  | $ | 30.50 |  |  |  |  |
Forfeited |  | (268,207) |  |  | $ | 26.59 |  |  |  |  |
Nonvested at June 30, 2024 |  | 344,125 |  |  | $ | 30.69 |  |  | 1.73 |  | $ | 12,859,951 |
Market-based Restricted Stock Units (“MSUs”) I n December 2021, the Company granted 1.0 million market-based restricted stock units to certain non-officer personnel. The number of shares to be earned at the end of the performance period was determined based on the Company’s achievement of specified stock prices and revenue thresholds during the performance period from January 1, 2022 to December 31, 2024 as well as the recipients remaining in continuous service with the Company through such period. The MSU vests in four equal annual installments after the end of performance period. The Company estimated the grant date fair values of its MSUs using a Monte-Carlo simulation model. In September 2023, the Company determined it was no longer probable that it would achieve the minimum revenue threshold specified in the awards. Therefore, the Company reversed all of the previously recognized expenses of $6.4 million for these MSUs. In addition, on September 19, 2023, the Compensation Committee of the Board approved a modification of the terms of MSUs to extend the performance period through December 31, 2025, changed the commencement date for the four-year time-based service period to January 1, 2026, and reduced the achievement of specified stock prices and revenue thresholds. The fair value of these MSUs was revalued to reflect the change using a Monte-Carlo simulation model with the following assumptions: risk-free interest rate of 4.94%, expected term of 2.28 years, expected volatility of 61.38% and dividend yield of 0%. In June 2024, the Company determined it was no longer probable that the revenue thresholds for the modified MSU would be achieved. Therefore, the Company reversed $2.4 million in the June 2024 quarter that was recorded during the fiscal year 2024 related to the modification on September 19, 2023. The Company recorded approximately $(6.4) million, $1.9 million and $4.5 million of expenses for these MSUs during the fiscal years ended June 30, 2024, 2023 and 2022, respectively. During the quarter ended September 30, 2018, the Company granted 1.3 million MSUs to certain personnel. The number of shares to be earned at the end of the performance period is determined based on the Company’s achievement of specified stock prices and revenue thresholds during the performance period from January 1, 2019 to December 31, 2021 as well as the recipients remaining in continuous service with the Company through such period. The MSUs vest in four equal annual installments after the end of performance period. On August 31, 2020, the Compensation Committee of the Board approved a modification of the terms of MSU to (i) extend the performance period through December 31, 2022 and (ii) change the commencement date for the four-year time-based service period to January 1, 2023. The modified MSUs were valued immediately before and after the modification, using Monte-Carlo simulation pricing model. The Monte-Carlo simulation pricing model applied the following assumptions for pre-modification conditions: risk-free interest rate of 0.13%, expected term of 1.3 years, expected volatility of 66.7% and dividend yield of 0%; and for post-modification conditions: risk-free interest rate of 0.14%, expected term of 2.3 years, expected volatility of 59.1% and dividend yield of 0%. The fair value of these MSUs was recalculated to reflect the change as of August 31, 2020 and the unrecognized compensation amount was adjusted to reflect the increase in fair value. The Company recorded approximately $1.0 million, $3.9 million and $1.6 million of expense for these MSUs during the years ended June 30, 2024, 2023 and 2022, respectively.
The following table summarizes the Company’s MSUs activities:
|  | Number of Market-based Restricted Stock Units |  | Weighted Average Grant Date Fair Value Per Share |  | Weighted Average Remaining Recognition Period (Years) |  | Aggregate Intrinsic Value
Nonvested at June 30, 2021 |  | 1,240,000 |  |  | $ | 5.17 |  |  | 3.84 |  | $ | 37,683,600 |
Granted |  | 1,022,000 |  |  | $ | 48.44 |  |  |  |  |
Forfeited |  | (56,000) |  |  | $ | 9.81 |  |  |  |  |
Nonvested at June 30, 2022 |  | 2,206,000 |  |  | $ | 25.10 |  |  | 3.83 |  | $ | 73,548,040 |
Vested |  | (90,000) |  |  | $ | 5.17 |  |  |  |  |
Forfeited |  | (8,000) |  |  | $ | 48.44 |  |  |  |  |
Nonvested at June 30, 2023 |  | 2,108,000 |  |  | $ | 25.86 |  |  | 2.96 |  | $ | 69,142,400 |
Vested |  | (275,000) |  |  | $ | 5.17 |  |  |  |  |
Forfeited |  | (106,000) |  |  | $ | 42.32 |  |  |  |  |
Nonvested at June 30, 2024 |  | 1,727,000 |  |  | $ | 28.15 |  |  | 2.83 |  | $ | 64,537,990 |
Stock Option The following table summarizes the Company's stock option activities:
|  |  |  |  |  |  |  | Weighted |  |
|  |  |  | Weighted |  |  |  | Average |  |
|  |  |  | Average |  |  |  | Remaining |  |
|  | Number of |  | Exercise Price |  |  |  | Contractual |  | Aggregate
|  | Shares |  | Per Share |  |  |  | Term (in years) |  | Intrinsic Value
Outstanding at June 30, 2021 |  | 487,875 |  |  | $ | 7.99 |  |  |  |  | 2.32 |  |
Exercised |  | (98,000) |  |  | $ | 9.15 |  |  |  |  |  |  | $ | 3,936,675 |
Outstanding at June 30, 2022 |  | 389,875 |  |  | $ | 7.70 |  |  |  |  | 1.53 |  |
Exercised |  | (65,500) |  |  | $ | 8.42 |  |  |  |  |  |  | $ | 1,442,646 |
Canceled or forfeited |  | (5,000) |  |  | $ | 9.19 |  |  |  |  |  |  |
Outstanding at June 30, 2023 |  | 319,375 |  |  | $ | 7.53 |  |  |  |  | 0.72 |  | $ | 8,071,631 |
Exercised |  | (309,375) |  |  | $ | 7.48 |  |  |  |  |  |  | $ | 5,588,750 |
Outstanding at June 30, 2024 |  | 10,000 |  |  | $ | 9.07 |  |  |  |  | 0.13 |  | $ | 283,000 |
Options vested and expected to vest |  | 10,000 |  |  | $ | 9.07 |  |  |  |  | 0.13 |  | $ | 283,000 |
Exercisable at June 30, 2024 |  | 10,000 |  |  | $ | 9.07 |  |  |  |  | 0.13 |  | $ | 283,000 |
The aggregate intrinsic value for options outstanding at June 30, 2024 in the table above is based on the Company’s common stock closing price on June 30, 2024. The 2018 Employee Share Purchase Plan At the annual general meeting of shareholders in November 2018, the 2018 Employee Share Purchase Plan (“Purchase Plan” or “ESPP”) Plan was approved, under which 1,430,000 common shares are available for issuance. The Purchase Plan does not include an evergreen authorization, therefore the Company is not permitted to increase the number of shares reserved in the share pool without obtaining further shareholder approval. At the general meeting of shareholders in November 2021, and 2023, the ESPP Plan was approved to increase by 1,070,000 and 1,200,000 shares, respectively to a total of 3,700,000 shares. The Purchase Plan provided for a series of overlapping offering periods with a duration of 24 months, generally beginning on May 15 and November 15 of each year. The Purchase Plan allows employees to purchase common shares through payroll deductions of up to 15% of their eligible compensation. Such deductions will accumulate over a six-month accumulation period without interest. After such accumulation period, common shares will be purchased at a price equal to 85% of the fair market value per share on either the first day of the offering period or the last date of the accumulation period, whichever is less. The maximum number of shares that may be purchased by a participant on any purchase date may not exceed 875 shares for a total of 3,500 shares per a 24-month offering period. In addition, no participant may purchase more than $25,000 worth of common stock in any one calendar year period. No more than 300,000 common shares may be purchased by all participants on any purchase date. The ESPP is compensatory and results in compensation expense. The fair values of common shares to be issued under the ESPP were determined using the Black-Scholes option pricing model with the following assumptions:
| Year Ended June 30,
| 2024 |  | 2023 |  | 2022
Volatility rate | 53.0% - 64.3% |  | 64.0% - 70.5% |  | 66.4% - 69.9%
Risk-free interest rate | 5.0% - 5.2% |  | 4.5% - 4.6% |  | 0.3% - 2.1%
Expected term | 1.3 years |  | 1.3 years |  | 1.3 years
Dividend yield | —% |  | —% |  | —%
The weighted-average estimated fair value of employee stock purchase rights granted pursuant to the ESPP during the years ended June 30, 2024, 2023 and 2022 was $10.16, $11.46 and $16.48 per share, respectively. Share-based Compensation Expenses The total share-based compensation expense related to TRSU, PRSUs, MSUs, stock options and ESPP described above, recognized in the consolidated statements of operations for the years presented was as follows:
| Year Ended June 30,
| 2024 |  | 2023 |  | 2022
| (in thousands)
Cost of goods sold | $ | 3,434 |  |  | $ | 5,851 |  |  | $ | 5,125 |
Research and development | 5,210 |  |  | 9,437 |  |  | 7,049 |
Selling, general and administrative | 12,997 |  |  | 22,200 |  |  | 19,150 |
| $ | 21,641 |  |  | $ | 37,488 |  |  | $ | 31,324 |
Total unrecognized share-based compensation expense as of June 30, 2024 was $30.7 million including estimated forfeitures, which is expected to be recognized over a weighted-average period of 1.6 years.

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_ShareBasedCompensationAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration