Stockholders' Equity | 9 Months Ended |
Jun. 30, 2014 |
Stockholders' Equity | ' |
Stockholders' Equity | ' |
9. Stockholders’ Equity |
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Share Repurchase Program |
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The Company’s Board of Directors has approved the repurchase of up to $101.9 million in shares under a share repurchase program. Under the program, the Company is authorized to repurchase the issued and outstanding shares of common stock. 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 the Company’s available cash. The Company’s Board of Directors reviews the share repurchase program periodically, the last such review having occurred in February 2014. A summary of the Company’s share repurchase activity from fiscal year 2009 to the three months ended December 31, 2013 March 31, 2014, and June 30, 2014 is as follows: |
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Period | | Total Number of Shares | | Average Price Paid per | | Total Cash Paid for | | Approximate Dollar Value | |
Purchased | Share | Shares Purchased | of Shares that May Yet Be |
| | | Purchased Under the |
| | | Plans or Programs(1) |
2009 | | 707,462 | | $ | 5.5 | | $ | 3,874,000 | | $ | 6,126,000 | |
2010 | | 1,225,019 | | $ | 11.53 | | 14,471,000 | | 1,655,000 | |
2011 | | 229,575 | | $ | 15.39 | | 3,541,000 | | 18,114,000 | |
2012 | | 505,067 | | $ | 59.41 | | 30,000,000 | | 18,114,000 | |
2013 | | — | | — | | — | | 31,000,000 | |
3 Months Ending 12/31/13 | | — | | — | | — | | 31,000,000 | |
3 Months Ending 3/31/14 | | 128,566 | | $ | 23.87 | | 3,057,000 | | 46,943,000 | |
3 Months Ending 6/30/14 | | 2,834,412 | | $ | 15.48 | | 41,816,000 | | 5,127,000 | |
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(1) On December 2, 2008, the Company’s Board of Directors approved a share repurchase program, under which the Company was authorized to repurchase up to $10.0 million of the issued and outstanding shares of Company common stock. On each of February 2, 2010, November 30, 2010 and May 31, 2011, the Company’s Board of Directors approved an additional $10.0 million for the share repurchase program. On May 17, 2012, the Company’s Board of Directors approved an additional $30.0 million for the share repurchase program. On December 12, 2013, the Company’s Board of Directors approved an additional approximately $12.9 million for the share repurchase program. On February 5, 2014, the Company’s Board of Directors approved an additional $19.0 million for the share repurchase program. |
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2006 Omnibus Long-Term Incentive Plan (the 2006 Plan) |
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Under the 2006 Plan, as amended, 10,000,000 shares of common stock were available for issuance. At September 30, 2012, there were 2,553,574 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During fiscal year 2013, the Company granted options to purchase 171,994 shares to employees and directors with exercise prices between $29.47 and $46.72, and options to purchase 32,244 shares were forfeited. During fiscal year 2013, the Company granted 997,857 restricted shares to employees and directors at prices ranging from $29.47 to $42.47, and 403,083 restricted shares were forfeited. During the twelve months ended September 30, 2013, the Company issued 335,000 restricted shares and cancelled 281,500 issued restricted shares to a non-employee that vest based on performance conditions. At September 30, 2013, there were 1,819,050 shares remaining reserved for issuance in connection with awards under the 2006 Plan. During the nine months ended June 30, 2014, the Company issued options to purchase 427,556 shares to employees and directors at prices ranging from $21.53 to $24.19, and options to purchase 180,968 shares were forfeited. During the nine months ended June 30, 2014, the Company issued 1,021,143 restricted shares to employees and directors at prices ranging from $13.57 to $26.71, and 245,458 restricted shares were forfeited. At June 30, 2014, there were 796,777 shares remaining reserved for issuance in connection with awards under the 2006 Plan. The maximum number of shares subject to options or stock appreciation rights that can be awarded under the 2006 Plan to any person is 1,000,000 per year. The maximum number of shares that can be awarded under the 2006 Plan to any person, other than pursuant to an option or stock appreciation right, is 700,000 per year. These restricted shares and options generally vest over a period of one to four years conditioned on continued employment for the incentive period. |
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Stock Option Activity |
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A summary of the Company’s stock option activity for the year ended September 30, 2013, the three months ended December 31, 2013, March 31, 2014, and June 30, 2014 is as follows: |
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| | Options | | Weighted- | | | | | | | |
Average | | | | | | |
Exercise Price | | | | | | |
Options outstanding at September 30, 2012 | | 1,675,795 | | $ | 13.84 | | | | | | | |
Options granted | | 171,994 | | 35.76 | | | | | | | |
Options exercised | | (223,139 | ) | 11.35 | | | | | | | |
Options canceled | | (32,244 | ) | 18.67 | | | | | | | |
Options outstanding at September 30, 2013 | | 1,592,406 | | 16.46 | | | | | | | |
Options granted | | 348,002 | | 22.6 | | | | | | | |
Options exercised | | (52,374 | ) | 8.95 | | | | | | | |
Options canceled | | (15,747 | ) | 30.11 | | | | | | | |
Options outstanding at December 31, 2013 | | 1,872,287 | | 17.7 | | | | | | | |
Options granted | | 79,554 | | 21.53 | | | | | | | |
Options exercised | | (151,605 | ) | 11.65 | | | | | | | |
Options canceled | | (146,083 | ) | 15.73 | | | | | | | |
Options outstanding at March 31, 2014 | | 1,654,153 | | 18.61 | | | | | | | |
Options granted | | — | | — | | | | | | | |
Options exercised | | (163,359 | ) | 10.86 | | | | | | | |
Options canceled | | (19,138 | ) | 26.68 | | | | | | | |
Options outstanding at June 30, 2014 | | 1,471,656 | | 19.36 | | | | | | | |
Options exercisable at June 30, 2014 | | 882,084 | | 15.73 | | | | | | | |
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The intrinsic value and weighted average remaining contractual life in years of outstanding and exercisable options at June 30, 2014 is approximately $3,179,000 and 6.30 and $2,987,000 and 4.54, respectively, based on a stock price of $15.76 on June 30, 2014. Over the last three years, volatility rates have ranged from 50.90% - 60.61%, a dividend rate of 0%, risk free interest rates have ranged from 0.12% - 1.21%, and expected forfeiture rates have ranged from 19.00% - 22.80%. |
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Restricted Share Activity |
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A summary of the Company’s restricted share activity for the year ended September 30, 2013, the three months ended December 31, 2013, March 31, 2014, and June 30, 2014 is as follows: |
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| | Restricted | | Weighted- | | | | | | | |
Shares | Average | | | | | | |
| Fair Value | | | | | | |
Unvested restricted shares at September 30, 2012 | | 1,399,609 | | $ | 22.51 | | | | | | | |
Restricted shares granted | | 997,857 | | 36.97 | | | | | | | |
Restricted shares vested | | (450,514 | ) | 21.18 | | | | | | | |
Restricted shares canceled | | (403,083 | ) | 35.39 | | | | | | | |
Unvested restricted shares at September 30, 2013 | | 1,543,869 | | 28.89 | | | | | | | |
Restricted shares granted | | 567,331 | | 22.38 | | | | | | | |
Restricted shares vested | | (336,271 | ) | 22.43 | | | | | | | |
Restricted shares canceled | | (100,307 | ) | 19.81 | | | | | | | |
Unvested restricted shares at December 31, 2013 | | 1,674,622 | | 28.52 | | | | | | | |
Restricted shares granted | | 22,325 | | 22.75 | | | | | | | |
Restricted shares vested | | (50,134 | ) | 32.16 | | | | | | | |
Restricted shares canceled | | (89,311 | ) | 24.2 | | | | | | | |
Unvested restricted shares at March 31, 2014 | | 1,557,502 | | 28.57 | | | | | | | |
Restricted shares granted | | 431,487 | | 13.81 | | | | | | | |
Restricted shares vested | | (31,173 | ) | 35.5 | | | | | | | |
Restricted shares canceled | | (55,840 | ) | 30.18 | | | | | | | |
Unvested restricted shares at June 30, 2014 | | 1,901,976 | | 25.06 | | | | | | | |
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The intrinsic value and weighted average remaining contractual life in years of unvested restricted shares at June 30, 2014 is approximately $29,975,000 and 8.77, respectively, based on a stock price of $15.76 on June 30, 2014. |
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