Annual report pursuant to Section 13 and 15(d)

Equity and Stock-Based Compensation

v3.22.2.2
Equity and Stock-Based Compensation
12 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Equity and Stock-Based Compensation

14. Equity and Stock-Based Compensation

 

Stock Repurchase Plans

 

The following table summarizes information related to our stock repurchase plans, in thousands, except share and per share amounts:

 

Name of Stock Repurchase Plan

Date Approved by Board

Plan Term

Amount Authorized ($)

 

Amount Used for Repurchases ($)

 

Average Price Paid per Share ($)

 

Shares Repurchased (#)

 

Amount Available for Repurchases ($)

 

Plan Status

Fiscal Year of Repurchases

 

2022 Stock Repurchase Plan

2/10/2022

1 year

 

5,000

 

 

1,400

 

9.78

 

 

143,430

 

 

3,600

 

Open

 

2022

 

2021 Stock Repurchase Plan

2/9/2021

1 year

 

4,000

 

 

2,700

 

9.31

 

 

291,383

 

 

 

Expired

 

2022

 

2020 Stock Repurchase Plan

2/4/2020

1 year

 

4,000

 

 

2,000

 

5.46

 

 

366,000

 

 

 

Expired

 

2020

 

2019 Stock Repurchase Plan

11/29/2018

1 year

 

4,000

 

 

 

 

 

 

 

 

 

Expired

NA

 

 

All repurchased shares have been retired.

 

Stock-Based Compensation Expense

 

Stock-based compensation expenses of $0.5 million, $0.4 million and $0.3 million for 2022, 2021 and 2020, respectively, are included in selling, general and administrative expenses. As of September 30, 2022, total compensation cost related to non-vested stock options not yet recognized is $0.7 million, which is expected to be recognized over the next 1.19 years on a weighted-average basis.

 

Amtech Equity Compensation Plans

 

The 2022 Plan, under which 1,000,000 shares could be granted, was adopted by the Board of Directors in November 2021, and approved by the shareholders in March 2022.

 

The 2007 Plan, under which 500,000 shares could be granted, was adopted by the Board in April 2007, and approved by the shareholders in May 2007. The 2007 Plan was amended in 2009, 2014 and 2015 to add 2,500,000 shares. The

plan was also amended in 2019 to extend the term of the plan and allow for the grant of restricted stock units. Upon the adoption of the 2022 Plan, no further awards will be granted from the 2007 Plan. Previously issued awards will remain outstanding in accordance with their terms.

 

The Non-Employee Directors Stock Option Plan was approved by the shareholders in 1996 for issuance of up to 100,000 shares of common stock to directors. The Non-Employee Directors Stock Option Plan was amended in 2005, 2009 and 2014 to add 400,000 shares. The plan was also amended in 2020 to extend the term of the plan. Upon the adoption of the 2022 Plan as stated above, no further awards will be granted from the Non-Employee Directors Stock Option Plan. Previously issued awards will remain outstanding in accordance with their terms.

 

Equity compensation plans as of September 30, 2022 are summarized in the table below:

 

Name of Plan

 

Shares
Authorized

 

 

Shares
Available for Grant

 

 

Options
Outstanding

 

 

Plan
Expiration

2022 Plan

 

 

1,000,000

 

 

 

946,000

 

 

 

54,000

 

 

Mar. 2032

2007 Plan

 

 

3,000,000

 

 

 

 

 

 

397,341

 

 

Mar. 2024

Non-Employee Directors Stock Option Plan

 

 

500,000

 

 

 

 

 

 

138,000

 

 

Mar. 2024

 

 

 

 

 

 

946,000

 

 

 

589,341

 

 

 

 

Stock Options

 

Stock options issued under the terms of our equity compensation plans have, or will have, an exercise price equal to or greater than the fair market value of the common stock at the date of the option grant and expire no later than 10 years from the date of grant. Options issued under the plans vest over 1 to 3 years. We estimated the fair value of stock option awards on the date of grant using the Black-Scholes option pricing model using the following assumptions:

 

 

 

Years Ended September 30,

 

 

2022

 

2021

 

2020

Risk free interest rate

 

2%

 

1%

 

1%

Expected life

 

5 years

 

6 years

 

6 years

Dividend rate

 

0%

 

0%

 

0%

Volatility

 

57%

 

58%

 

58%

 

The following table summarizes our stock option activity during 2022, 2021 and 2020:

 

 

 

Years Ended September 30,

 

 

 

2022

 

 

2021

 

 

2020

 

 

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Options

 

 

Weighted
Average
Exercise
Price

 

Outstanding at beginning of period

 

 

608,269

 

 

$

6.48

 

 

 

696,665

 

 

$

7.00

 

 

 

1,068,665

 

 

$

7.04

 

Granted

 

 

135,500

 

 

$

12.80

 

 

 

204,000

 

 

$

6.25

 

 

 

32,500

 

 

$

5.34

 

Exercised

 

 

(124,475

)

 

$

5.78

 

 

 

(241,320

)

 

$

6.40

 

 

 

(160,375

)

 

$

5.47

 

Forfeited/expired

 

 

(29,953

)

 

$

6.92

 

 

 

(51,076

)

 

$

13.01

 

 

 

(244,125

)

 

$

7.94

 

Outstanding at end of period

 

 

589,341

 

 

$

8.06

 

 

 

608,269

 

 

$

6.48

 

 

 

696,665

 

 

$

7.00

 

Exercisable at end of period

 

 

358,343

 

 

$

6.92

 

 

 

403,853

 

 

$

6.87

 

 

 

611,542

 

 

$

7.19

 

Weighted average grant-date
   fair value of options granted
   during the period

 

$

6.39

 

 

 

 

 

$

3.33

 

 

 

 

 

$

2.89

 

 

 

 

 

The following table summarizes information for stock options outstanding and exercisable as of September 30, 2022:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Number
Outstanding

 

 

Remaining
Contractual
Life
(in years)

 

 

Weighted
Average
Exercise
Price Per
Share

 

 

Number
Exercisable

 

 

Weighted
Average
Exercise
Price Per
Share

 

$2.95-$4.90

 

 

62,000

 

 

 

5.72

 

 

$

4.64

 

 

 

62,000

 

 

$

4.64

 

$5.07-$5.52

 

 

86,883

 

 

 

5.80

 

 

$

5.38

 

 

 

66,717

 

 

$

5.39

 

$5.67-$5.67

 

 

113,958

 

 

 

8.13

 

 

$

5.67

 

 

 

38,626

 

 

$

5.67

 

$5.75-$7.01

 

 

77,000

 

 

 

2.20

 

 

$

6.70

 

 

 

77,000

 

 

$

6.70

 

$7.40-$9.98

 

 

114,000

 

 

 

4.98

 

 

$

8.75

 

 

 

84,000

 

 

$

9.12

 

$9.99-$9.99

 

 

6,000

 

 

 

8.87

 

 

$

9.99

 

 

 

6,000

 

 

$

9.99

 

$10.22-$10.22

 

 

24,000

 

 

 

9.42

 

 

$

10.22

 

 

 

 

 

 

 

$10.71-$10.71

 

 

6,000

 

 

 

2.52

 

 

$

10.71

 

 

 

6,000

 

 

$

10.71

 

$11.51-$11.51

 

 

18,000

 

 

 

8.48

 

 

$

11.51

 

 

 

18,000

 

 

$

11.51

 

$15.43-$15.43

 

 

81,500

 

 

 

9.13

 

 

$

15.43

 

 

 

 

 

 

 

$2.95-$15.43

 

 

589,341

 

 

 

6.30

 

 

$

8.06

 

 

 

358,343

 

 

$

6.92

 

 

The aggregate intrinsic values of options outstanding and options exercisable as of September 30, 2022 were approximately $1.0 million and $0.7 million, respectively, which represents the total pre-tax intrinsic value, based on our closing stock price of $8.50 per share as of September 30, 2022, the last business day of our fiscal year, which would have been received by the option holders had all option holders exercised their options as of that date. The total intrinsic value of stock options exercised during the fiscal years ended September 30, 2022, 2021 and 2020 was $0.8 million, $0.8 million and $0.1 million, respectively.