Stockholders' Equity | (9) Stockholders’ Equity: Treasury Stock During fiscal 2017, 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 March 28, 2019. This share repurchase authorization is similar to the $50.0 million authorization from June 2015 under which we repurchased 2.6 million shares of common stock for $50.0 million in fiscal 2017. As of October 31, 2017, there were 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 and six months ended October 31, 2017 and 2016 (in thousands, except per share data): For the Three Months Ended October 31, 2017 2016 Net Per Share Net Per Share Income Shares Amount Income Shares Amount Basic earnings $ 3,234 54,044 $ 0.06 $ 32,483 56,231 $ 0.58 Effect of dilutive stock awards — 612 — — 905 (0.01 ) Diluted earnings $ 3,234 54,656 $ 0.06 $ 32,483 57,136 $ 0.57 For the Six Months Ended October 31, 2017 2016 Net Per Share Net Per Share Income Shares Amount Income Shares Amount Basic earnings $ 1,067 53,975 $ 0.02 $ 67,706 56,140 $ 1.21 Effect of dilutive stock awards — 825 — — 1,005 (0.03 ) Diluted earnings $ 1,067 54,800 $ 0.02 $ 67,706 57,145 $ 1.18 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 and six months ended October 31, 2017 and 2016. For the three and six months ended October 31, 2017, there were 24,359 and 14,023 shares, respectively, of common stock issuable upon the exercise of stock options and 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 incentive 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 stock options are exercisable for a period of 10 years from the date of grant. 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 stock options for the six months ended October 31, 2017 and 2016 were as follows: For the Six Months Ended October 31, 2017 2016 Weighted Weighted Average Average Shares Exercise Price Shares Exercise Price Options outstanding, beginning of year 335,160 $ 6.58 389,360 $ 6.16 Exercised during the period — — — — Options outstanding, end of period 335,160 $ 6.58 389,360 $ 6.16 Weighted average remaining contractual life 3.51 years 4.53 years Options exercisable, end of period 335,160 $ 6.58 389,360 $ 6.16 Weighted average remaining contractual life 3.51 years 4.53 years The aggregate intrinsic value of outstanding and exercisable stock options as of October 31, 2017 and 2016 was $2.6 million and $7.9 million, respectively. There were no stock options exercised for the six months ended October 31, 2017 and 2016. At October 31, 2017, there were no unrecognized compensation costs of outstanding stock options. On September 26, 2011, our stockholders approved our ESPP. Under the ESPP, each participant is granted an option to purchase our common stock on each subsequent exercise date during the offering period (as such terms are defined in the ESPP) in accordance with the terms of the ESPP. The option to purchase shares is exercised automatically unless the participant withdraws from the plan in accordance with the terms of the ESPP or the participant’s employment is terminated. Neither plan contributions credited to a participant’s account nor any rights to exercise any option or receive shares of common stock may be assigned, transferred, pledged, or otherwise disposed of other than by will or the laws of descent and distribution. 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 are 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. During the six months ended October 31, 2017 and 2016, 81,643 and 66,812 shares were purchased under our ESPP, respectively. 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 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 $4.2 million and $3.9 million for the six months ended October 31, 2017 and 2016, 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 of the grant date. We amortize the aggregate fair value of our RSU grants to compensation expense over the vesting period. We grant PSUs to our executive officers and our employees who are not executive officers. At the time of grant, we calculate the fair value of our 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 PSUs vest, and the fair value of such PSUs will be recognized, over the corresponding three-year performance period. Our PSUs have a maximum aggregate award potential equal to 200% of the target amount granted. Generally, the number of 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 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 our PSUs, which is equal to six times the grant-date value of each award. In certain circumstances 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 six months ended October 31, 2017, we granted an aggregate of 220,872 service-based RSUs, including 177,560 to non-executive officer employees and 43,312 to our directors. In addition, in connection with a 2014 grant of 105,500 PSUs (i.e., the target amount granted), which achieved 115.2% of the targeted award, we vested and delivered awards totaling 121,504 shares to certain of our executive officers. Compensation expense recognized related to grants of RSUs and PSUs was $3.8 million for the six months ended October 31, 2017. We delivered common stock to our employees, including our executive officers during the six months ended October 31, 2017 under vested RSUs and PSUs with a total market value of $5.9 million. During the six months ended October 31, 2016, we granted an aggregate of 225,634 service-based RSUs, including 170,738 RSUs to non-executive officer employees; 24,896 RSUs to our directors; and 30,000 RSU’s to a newly hired executive officer. In addition, in connection with a 2013 grant of 118,500 PSUs (i.e. the target amount granted), which achieved 200.0% of the targeted award, or the maximum award possible, we vested and delivered awards totaling 237,000 shares to certain of our executive officers. Compensation expense recognized related to grants of RSUs and PSUs was $3.6 million for the six months ended October 31, 2016. During the six months ended October 31, 2016, we cancelled 15,006 service-based RSUs as a result of the service condition not being met. We delivered common stock to our employees, including our executive officers, during the six months ended October 31, 2016 under vested RSUs and PSUs with a total market value of $10.2 million. A summary of activity in unvested RSUs and PSUs for the six months ended October 31, 2017 and 2016 is as follows: For the Six Months Ended October 31, 2017 2016 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 period 1,428,848 $ 18.46 1,215,753 $ 15.38 Awarded 236,876 20.84 344,134 16.94 Vested (281,263 ) 16.91 (363,702 ) 11.53 Forfeited (122,473 ) 14.53 (15,006 ) 15.99 RSUs and PSUs outstanding, end of period 1,261,988 $ 19.33 1,181,179 $ 17.02 As of October 31, 2017, there was $11.4 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 1.6 years. |