Stock-based Compensation | 3 Months Ended |
31-May-14 |
Stock-based Compensation | ' |
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(12) Stock-based Compensation |
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Options and Awards Granted to Employees |
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In June 2012, the Board adopted the 2012 Stock Plan (“2012 Plan”), which was subsequently approved by the Company’s stockholders. Upon the completion of the initial public offering (“IPO”), all shares that were reserved but unissued under the 2003 Stock Plan were assumed by the 2012 Plan. Under the 2012 Plan, the Company has the ability to issue incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units and performance shares to service providers, including employees and directors, upon Board approval. No awards under the 2012 Plan were granted prior to the Company’s IPO. No additional awards will be granted under the 2003 Plan. As of May 31, 2014, there were 6,956,561 shares of common stock reserved for issuance under all stock plans. |
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Options under the 2012 Plan may be granted for periods of up to 10 years; provided, however, that (i) the exercise price of an ISO and NSO shall not be less than 100% of the estimated fair value of the shares of common stock on the date of grant, and (ii) the exercise price of an ISO granted to a 10% stockholder shall not be less than 110% of the estimated fair value of the underlying shares on the date of grant. Options generally vest 25% on the one-year anniversary of the option grant date, and then monthly for three additional years, and are exercisable for a period of 10 years after the date of grant. RSUs generally vest 25% on the first annual anniversary of the award grant date, and 25% each year thereafter on the annual anniversary of the award grant date for three additional years. |
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The determination of the fair value of stock-based payment awards on the date of grant using a pricing model is affected by the Company’s stock price as well as by certain assumptions including the Company’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behavior, risk-free interest rates, and expected dividends. The estimated grant date fair values of the employee stock options were calculated using the Black Scholes valuation model, based on the following assumptions: |
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| | Three Months Ended | | | | | | | | |
May 31, | | | | | | | | |
| | 2014 | | 2013 | | | | | | | | |
Expected term (in years) | | 6.08 | | 5.79 | | | | | | | | |
Expected stock price volatility | | 51.00% | | 51.5% - 51.8% | | | | | | | | |
Risk-free interest rate | | 1.90% | | 0.7 - 1.0% | | | | | | | | |
Expected dividend yield | | — | | — | | | | | | | | |
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The expected term represents the period that stock-based awards are expected to be outstanding, giving consideration to the contractual terms of the stock-based awards, vesting schedules, and expectations of future employee behavior as influenced by changes to the terms of the Company’s stock-based awards. The Company estimated the expected term, using the simplified method due to limited exercise data, to be the period of time between the date of grant and the midpoint between option vesting and expiration. The Company estimated the expected volatility of its common stock based on the average of historical and implied volatility of comparable companies from a representative peer group based on industry and market capitalization data. The risk-free interest rate represents the yield on a constant maturity U.S. Treasury security with a term equal to the expected term of the options. Expected dividend yield is set at 0% because the Company does not expect to pay dividends during the term of the option, and historically has not paid any dividends to its stockholders. Management made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest. |
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In July 2011, the Company awarded 749,464 stock options that were subject to certain financial performance requirements to be achieved by February 28, 2013, before vesting could occur. The vesting of these stock options was also dependent upon the employees’ continued employment after February 28, 2013. In March 2012, the Board of Directors approved a modification of the financial performance requirements. At the date of the modification, the Company determined that the achievement of the modified performance requirements was probable and, accordingly, the recording of compensation cost related to the modified awards commenced. Prior to this date, the Company had not recognized compensation expense associated with these grants because the Company believed that, based on the then-current and expected operational results, it was not probable that the associated financial performance requirements would be achieved. The modified financial performance requirements were achieved by February 28, 2013. The unrecognized compensation cost related to these options was $0.6 million as of May 31, 2014, and is being recognized over the remaining vesting term of three years from the measurement date of February 28, 2013. |
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In July 2013, the Company awarded 125,250 restricted stock units that were subject to certain financial performance requirements to be achieved by February 28, 2014 before vesting will occur. The vesting of these stock awards is also dependent upon the employees’ continued employment after February 28, 2014. In May 2014, the Board of Directors approved a modification of these awards which resulted in an incremental compensation expense to be recognized over the remaining vesting period. The compensation cost related to these awards is $0.3 million for the three months ended May 31, 2014. The unrecognized compensation cost related to these awards as of May 31, 2014 is $1.0 million, and is being recognized over the remaining vesting period ranging from three months to fifteen months. |
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In fiscal 2014, the Company awarded 356,500 restricted stock units that are subject to certain financial performance requirements before vesting can occur, and the employees’ continued employment. The Company records compensation expense related to these awards based on the estimated probability of achievement of the financial performance requirements. The compensation cost related to the awards deemed probable of vesting amounting to $0.4 million and was recorded in the condensed consolidated statement of operations for the three months ended May 31, 2014. The unrecognized compensation cost related to the awards was $0.6 million as of May 31, 2014, and is being recognized over the remaining vesting period ranging from six months to four years. |
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Stock Options: |
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Stock option activity under the Company’s 2012 Plan for the years presented is as follows: |
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| | Number of | | | Weighted | | | Weighted | |
shares | average | average |
| exercise | remaining |
| price | term |
Balance of options outstanding, February 28, 2014 | | | 2,241,784 | | | $ | 9.86 | | | | 7.97 years | |
Options granted | | | 66,416 | | | | 18 | | | | | |
Options exercised | | | (19,207 | ) | | | 4.91 | | | | | |
Options canceled and forfeited | | | (50,779 | ) | | | 12.62 | | | | | |
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Balance of options outstanding, May 31, 2014 | | | 2,238,214 | | | | 10.08 | | | | 7.79 years | |
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Balance of options expected to vest as of February 28, 2014 | | | 2,179,660 | | | | 9.71 | | | | 7.95 years | |
Balance of options exercisable as of February 28, 2014 | | | 841,902 | | | | 6.38 | | | | 7.29 years | |
Balance of options expected to vest as of May 31, 2014 | | | 2,148,192 | | | | 9.89 | | | | 7.76 years | |
Balance of options exercisable as of May 31, 2014 | | | 991,484 | | | | 6.98 | | | | 7.08 years | |
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The weighted average grant date fair value per share of the employee stock options granted during the three months ended May 31, 2014 and 2013 was $18.00 and $18.03. |
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The intrinsic values of employee stock options exercised during the three months ended May 31, 2014 and 2013 was $0.3 million and $4.3 million. The intrinsic values of vested shares as of May 31, 2014 and February 28, 2014 were $10.8 million and $18.0 million. |
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As of May 31, 2014, the number of unvested options was 1,246,730. |
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As of May 31, 2014, the Company had $7.1 million of unrecognized compensation cost excluding estimated forfeitures, related to unvested stock option awards, which is expected to be recognized over a weighted average period of 2.36 years. |
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Restricted Stock Units: |
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The RSU activity under the Company’s 2012 Plan for the years presented is as follows: |
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| | Number of | | | Weighted | | | Weighted | |
shares | average grant | average |
| date fair value | remaining term |
| per share | |
Balance of awards outstanding, February 28, 2014 | | | 568,195 | | | $ | 19.83 | | | | 2.11 years | |
Awards granted | | | 333,508 | | | | 18 | | | | | |
Awards released | | | (8,857 | ) | | | 16.13 | | | | | |
Awards canceled and forfeited | | | (43,468 | ) | | | 18.91 | | | | | |
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Balance of awards outstanding, May 31, 2014 | | | 849,378 | | | $ | 19.6 | | | | 2.48 years | |
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Balance of awards expected to vest, February 28, 2014 | | | 520,774 | | | $ | 19.83 | | | | 2.11 years | |
Balance of awards expected to vest, May 31, 2014 | | | 752,960 | | | $ | 19.6 | | | | 2.48 years | |
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The weighted average grant date fair value per share of the RSUs granted during the three months ended May 31, 2014 and 2013 was $18.00 and $13.72. |
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The intrinsic value of outstanding RSUs as of May 31, 2014 was $14.9 million. |
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Total compensation expense for these awards recorded in the condensed consolidated statement of operations for the three months ended May 31, 2014 and 2013 was $1.0 million and $0.1 million. As of May 31, 2014, none of the outstanding awards were vested. |
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As of May 31, 2014, the Company had $7.9 million of unrecognized compensation expense related to these RSUs, which is expected to be recognized over a weighted average period of 2.48 years. |
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Total share-based compensation: |
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Total compensation expense recorded for share-based awards for the three months ended May 31, 2014 and 2013 was $1.8 million and $0.8 million. No compensation cost was capitalized during the three months ended May 31, 2014 and 2013. |
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The table below sets forth the functional classification of share-based compensation expense for the periods presented (in thousands): |
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| | Three Months Ended | | | | | |
May 31, | | | | |
| | 2014 | | | 2013 | | | | | |
Cost of revenue | | $ | 542 | | | $ | 232 | | | | | |
Research and development | | | 159 | | | | 68 | | | | | |
Sales and marketing | | | 672 | | | | 290 | | | | | |
General and administrative | | | 413 | | | | 255 | | | | | |
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| | $ | 1,786 | | | $ | 845 | | | | | |
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