Stock options | 9 Months Ended |
Oct. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Stock options | ' |
Stock options |
On January 30, 2014, the Company’s board of directors approved, and the Company adopted, the Incentive Plan providing for the issuance of stock options to the directors and employees of the Company to purchase up to an aggregate of 600,000 shares of common stock. No stock options were issued to directors of the Company from the Incentive Plan as of January 31, 2014. |
In July 2014, the Company's board of directors voted to increase the shares of common stock reserved under the Incentive Plan by 2,000,000 shares from 600,000 shares of common stock to 2,600,000 shares of common stock. In addition, the board of directors voted to provide that the number of shares of common stock reserved for issuance under the Incentive Plan will automatically increase on February 1 of each year, beginning as of February 1, 2015 and continuing through and including February 1, 2024, by 3% of the total number of shares of the Company’s capital stock outstanding on January 31 of the preceding fiscal year, or a lesser number of shares determined by the board of directors. As of October 31, 2014, 631,000 shares were available for grant under the Incentive Plan. |
Under the terms of the Incentive Plan, the Company has the ability to grant incentive and nonstatutory stock options. Incentive stock options may be granted only to Company employees. Nonstatutory stock options may be granted to Company employees, directors and consultants. Such options are to be exercisable at prices, as determined by the board of directors, which must be equal to no less than the fair value of the Company's common stock at the date of the grant. Stock options granted under the Incentive Plan generally expire 10 years from the date of issuance, or are forfeited 90 days after termination of employment. Any stock options that are forfeited or that expire are returned to the Incentive Plan. |
During the three and nine months ended October 31, 2014, the Company granted 56,000 and 487,500 time-based stock options to certain directors and key employees, respectively, of which 56,000 and 405,000 vest over a period of 4 years and 82,500 of which vest on January 31, 2015. In addition, during the three and nine months ended October 31, 2014, the Company granted 58,000 and 1.4 million performance-based stock options, respectively, to certain key employees under the Incentive Plan, which vest upon the achievement of certain performance criteria. The performance-based stock options vest upon the attainment of the following performance criteria: (a) 10% of the stock options vest upon attainment of at least $34.5 million in Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") for the fiscal year 2016, (b) 20% of the stock options vest upon the attainment of an annual growth rate of Adjusted EBITDA per share of common stock of 30% for the fiscal year 2017, (c) 30% of the stock options vest upon the attainment of an annual growth rate of Adjusted EBITDA per share of common stock of 30% for fiscal year 2018, and (d) 40% of the stock options vest upon the attainment of an annual growth rate of Adjusted EBITDA per share of common stock of 25% for fiscal year 2019. |
A summary of stock option activity is as follows: |
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| | Outstanding stock options | | | | | | |
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(in thousands, except for exercise prices and term) | | Number of | | | Range of | | Weighted- | | | Weighted- | | Aggregate | | | | | | |
options | exercise | average | average | intrinsic | | | | | |
| prices | exercise | contractual | value | | | | | |
| | price | term | | | | | | |
| | | (in years) | | | | | | |
Outstanding as of January 31, 2014 | | 6,369 | | | $1.10 - 4.50 | | $ | 1.77 | | | 6.34 | | $ | 14,621 | | | | | | |
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Granted | | 1,946 | | | $14.00 - 18.93 | | $ | 14.29 | | | | | | | | | | |
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Exercised | | (1,793 | ) | | $0.50 - 2.50 | | $ | 1.34 | | | | | | | | | | |
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Forfeited | | (169 | ) | | $1.25 - 14.00 | | $ | 9.97 | | | | | | | | | | |
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Outstanding as of October 31, 2014 | | 6,353 | | | $0.10 - 18.93 | | $ | 4.79 | | | 7.03 | | $ | 99,157 | | | | | | |
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A summary regarding non-vested and exercisable stock options is as follows: |
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| | Non-vested stock options | | | Exercisable stock options | |
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(in thousands, except for exercise prices and term) | | Number of | | | Weighted- | | | Number of | | | Weighted- | | | Weighted- | | Aggregate | |
shares | average | shares | average | average | intrinsic |
| grant date | | exercise | contractual | value |
| fair value | | price | term | |
| | | | (in years) | |
Balance as of January 31, 2014 | | 2,812 | | | $ | 0.26 | | | 3,557 | | | $ | 1.3 | | | 5.03 | | $ | 9,835 | |
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Granted | | 1,946 | | | $ | 5.25 | | | — | | | $ | — | | | | | |
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Vesting | | (2,216 | ) | | $ | 0.22 | | | 2,216 | | | $ | 1.25 | | | | | |
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Exercised | | — | | | $ | — | | | (1,793 | ) | | $ | 1.34 | | | | | |
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Forfeited/expired | | (164 | ) | | $ | 3.61 | | | (5 | ) | | $ | 2.25 | | | | | |
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Balance as of October 31, 2014 | | 2,378 | | | $ | 4.15 | | | 3,975 | | | $ | 0.8 | | | 5.59 | | $ | 77,916 | |
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Vested and expected to vest as of October 31, 2014 | | | | | | 4,772 | | | $ | 2.01 | | | 6.17 | | $ | 87,742 | |
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The aggregate intrinsic value in the tables above represents the difference between the estimated fair value of common stock and the exercise price of outstanding, in-the-money stock options. |
The total intrinsic value of stock options exercised in the three and nine months ended October 31, 2014 was $479,000 and $8.4 million, respectively, and $20,000 and $155,000 for the three and nine months ended October 31, 2013, respectively. |
The key input assumptions that were utilized in the valuation of the stock options granted during the three and nine months ended October 31, 2014 and 2013 are as follows: |
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| | Three months ended October 31, | | | Nine months ended October 31, | | | | | | | | | |
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| | 2014 | | | 2013 | | | 2014 | | | 2013 | | | | | | | | | |
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Expected dividend yield | | — | % | | — | % | | — | % | | — | % | | | | | | | | |
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Expected stock price volatility | | 32.9 | % | | 31.3 | % | | 32.9 | % | | 31.3 | % | | | | | | | | |
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Risk-free interest rate | | 1.93 | % | | 0.67 | % | | 1.93% - 2.24% | | | 0.35% - 0.67% | | | | | | | | | |
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Expected life of options | | 6.25 years | | | 3 years | | | 6.25 years | | | 3 years | | | | | | | | | |
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The determination of the fair value of stock options on the date of grant using an option pricing model is affected by the Company's stock price as well as assumptions regarding a number of complex and subjective variables. Expected volatility is determined using weighted average volatility of publicly traded peer companies. The Company expects that it will begin using the weighted average volatility of peer publicly traded companies in addition to its own historical volatility, as that history grows over time. The risk-free interest rate is determined by using published zero coupon rates on treasury notes for each grant date given the expected term on the options. The dividend yield of zero is based on the fact that the Company expects to invest cash in operations. The Company uses the "simplified" method to estimate expected term as determined under Staff Accounting Bulletin No. 110 due to the lack of option exercise history as a public company. |
As of October 31, 2014, the weighted-average vesting period of non-vested awards expected to vest approximates 3.5 years; the amount of compensation expense the Company expects to recognize for stock options vesting in future periods approximates $1.4 million. |
During the three and nine months ended October 31, 2014, the Company recorded compensation expense of $325,000 and $793,000, respectively, of which $0 and $436,000 related to the performance-based options based on the Company's probability assessment of attaining its Adjusted EBITDA target and consummation of the IPO. |