Stockholders' Equity | (8) Stockholders’ Equity: Treasury Stock During the three months ended July 31, 2015, our board of directors authorized the repurchase of up to $50.0 million of our common stock, subject to certain conditions, in the open market or in privately negotiated transactions until June 23, 2017. As of July 31, 2015, we made no share repurchases under this stock repurchase program. Earnings per Share The following table provides a reconciliation of the net income amounts and weighted average number of common and common equivalent shares used to determine basic and diluted earnings per share for the three months ended July 31, 2015 and 2014 (in thousands, except per share data): For the Three Months Ended July 31, 2015 2014 Net Per Share Net Per Share Income Shares Amount Income Shares Amount Basic earnings $ 14,412 54,218 $ 0.27 $ 14,556 54,829 $ 0.27 Effect of dilutive stock awards — 1,259 (0.01 ) — 1,316 (0.01 ) Diluted earnings $ 14,412 55,477 $ 0.26 $ 14,556 56,145 $ 0.26 All of our outstanding stock options and restricted stock units, or RSUs, were included in the computation of diluted earnings per share for the three months ended July 31, 2015. For the three months ended July 31, 2014, there were 5,305 shares of common stock issuable under our 2011 Employee Stock Purchase Plan, or ESPP, that were excluded from the computation of diluted earnings per share because the effect would be antidilutive. Incentive Stock and Employee Stock Purchase Plans We have two stock plans: the 2004 Incentive Stock Plan and the 2013 Incentive Stock Plan. New grants under the 2004 Incentive Stock Plan have not been made since the approval of the 2013 Incentive Stock Plan at our September 23, 2013 annual meeting of stockholders. All new grants covering all participants are issued under the 2013 Incentive Stock Plan. Except in specific circumstances, grants vest over a period of three or four years and are exercisable for a period of 10 years. The plan also permits the grant of awards to non-employees, which our board of directors has authorized in the past. The number of shares and weighted average exercise prices of options for the three months ended July 31, 2015 and 2014 were as follows: For the Three Months Ended July 31, 2015 2014 Weighted- Weighted- Average Average Shares Exercise Price Shares Exercise Price Options outstanding, beginning of year 1,879,630 $ 6.37 2,258,349 $ 6.15 Exercised during the period (132,599 ) 4.78 (99,554 ) 4.25 Options outstanding, end of period 1,747,031 $ 6.49 2,158,795 $ 6.24 Weighted average remaining contractual life 5.04 years 5.82 years Options exercisable, end of period 1,745,865 $ 6.48 1,892,631 $ 6.23 Weighted average remaining contractual life 5.04 years 5.60 years The aggregate intrinsic value of outstanding stock options as of July 31, 2015 and 2014 was $17.0 million and $13.8 million, respectively. The aggregate intrinsic value of outstanding stock options that were exercisable as of July 31, 2015 and 2014 was $17.0 million and $12.2 million, respectively. The aggregate intrinsic value of the stock options exercised for the three months ended July 31, 2015 and 2014 was $1.4 million and $1.0 million, respectively. At July 31, 2015, unrecognized compensation costs related to our outstanding options was not material. On September 26, 2011, our stockholders approved our ESPP. All options and rights to participate in our ESPP are nontransferable and subject to forfeiture in accordance with the terms of our ESPP. In the event of certain corporate transactions, each option outstanding under our ESPP will be assumed or an equivalent option will be substituted by the successor corporation or a parent or subsidiary of such successor corporation. We measure the cost of employee services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. We calculate the fair value of our stock options issued to employees using the Black-Scholes model at the time the options were granted. That amount is then amortized over the vesting period of the option. With our ESPP, fair value is determined at the beginning of the purchase period and amortized over the term of each exercise period. We estimate expected volatility using historical volatility for the expected term. The fair value of each stock option or ESPP purchase was estimated on the date of the grant using the Black-Scholes option pricing model (using the risk-free interest rate, expected term, expected volatility, and dividend yield variables). The total stock-based compensation expense, including stock options, purchases under our ESPP, RSUs, and performance-based RSUs, or PSUs, was $1.5 million and $1.6 million for the three months ended July 31, 2015 and 2014, respectively. Stock-based compensation expense is included in cost of sales, sales and marketing, research and development, and general and administrative expenses. We grant service-based RSUs to employees, consultants, and directors. The awards are made at no cost to the recipient. An RSU represents the right to acquire one share of our common stock and does not carry voting or dividend rights. Except in specific circumstances, RSU grants to employees generally vest over a period of three or four years with one-third or one-fourth of the units vesting, respectively, on each anniversary date of the grant date. The aggregate fair value of our RSU grants is being amortized to compensation expense over the vesting period. We grant PSUs with market conditions to our executive officers and we grant PSUs without market conditions to certain other employees who are not executive officers. At the time of grant, we calculate the fair value of our market-condition PSUs using the Monte-Carlo simulation (using the risk-free interest rate, expected volatility, the correlation coefficient utilizing the same historical price data used to develop the volatility assumptions and dividend yield variables). The market-condition PSUs vest, and the fair value of such PSUs will be recognized, over the corresponding three-year performance period. Our market-condition PSUs have a maximum aggregate award equal to 200% of the target amount granted. The number of market-condition PSUs that may be earned depends upon the total stockholder return, or TSR, of our common stock compared with the TSR of the Russell 2000 Index, or RUT, over the three-year performance period. For the fiscal 2014 and 2013 PSUs, our stock must outperform the RUT by 10% in order for the target award to vest. For our fiscal 2015 PSUs, our stock must outperform the RUT by 5% in order for the target award to vest. In addition, there is a cap on the number of shares that can be earned under the fiscal 2015 PSUs equal to six times the grant-date value of each award. In certain circumstances beginning with the fiscal 2015 RSUs and PSUs, the vested awards will be delivered on the first anniversary of the applicable vesting date. We have applied a discount to the grant date fair value when determining the amount of compensation expense to be recorded for these RSUs and PSUs. During the three months ended July 31, 2015, we granted 163,984 service-based RSUs and 5,379 PSUs without market conditions to non-executive officer employees. In addition, in connection with a 2012 grant, we vested 104,000 market-condition PSUs (i.e., the target amount granted), which achieved 173.3% of the maximum award possible resulting in awards totaling 180,231 shares to certain of our executive officers and a former executive officer. Compensation expense recognized related to grants of RSUs and PSUs was $1.4 million for the three months ended July 31, 2015. During the three months ended July 31, 2015, we cancelled 46,663 service-based RSUs and 19,250 market-condition PSUs as a result of the service period condition not being met. We delivered 274,143 shares of common stock to employees during the three months ended July 31, 2015 under vested RSUs and PSUs with a total market value of $4.5 million. During the three months ended July 31, 2014, we granted 164,600 service-based RSUs, including 159,600 RSUs to non-executive officer employees and 5,000 RSUs to one of our directors. Compensation expense recognized related to grants of RSUs and PSUs was $1.3 million for the three months ended July 31, 2014. We cancelled 3,699 service-based RSUs as a result of the service period condition not being met and delivered 117,004 shares of common stock to employees under vested RSUs and PSUs with a total market value of $1.6 million during the three months ended July 31, 2014. A summary of activity in unvested RSUs and PSUs for the three months ended July 31, 2015 and 2014 is as follows: For the Three Months Ended July 31, 2015 2014 Weighted Weighted Total # of Average Total # of Average Restricted Grant Date Restricted Grant Date Stock Units Fair Value Stock Units Fair Value RSUs and PSUs outstanding, beginning of year 1,190,879 $ 12.45 1,015,475 $ 10.56 Awarded 245,594 14.27 164,600 13.00 Vested (274,143 ) 10.53 (117,004 ) 10.76 Forfeited (65,913 ) 10.16 (3,699 ) 10.98 RSUs and PSUs outstanding, end of period 1,096,417 $ 13.36 1,059,372 $ 11.93 As of July 31, 2015, there was $8.1 million of unrecognized compensation cost related to unvested RSUs and PSUs. This cost is expected to be recognized over a weighted average remaining contractual term of 1.8 years. |