Stock Option and Award Plans and Stock-Based Compensation | 3 Months Ended |
2-May-15 |
Stock Option and Award Plans and Stock-Based Compensation | 9. Stock Option and Award Plans and Stock-Based Compensation |
As of May 2, 2015, there were 10,125,258 shares of common stock authorized for issuance under the 2006 Management Incentive Plan (the 2006 Plan) and 6,000,000 shares of common stock authorized for issuance under the 2013 Omnibus Incentive Plan (the 2013 Plan and, together with the 2006 Plan, the Plans). |
Stock Options |
The Company accounts for awards issued under the Plans in accordance with ASC Topic No. 718, “Stock Compensation.” Options granted during the three month periods ended May 2, 2015 and May 3, 2014 were all service-based awards and were granted under the 2006 Plan at exercise prices ranging from $52.02 to $52.75 per share and $27.40 to $29.86 per share, respectively. All service-based awards granted during the three month period ended May 2, 2015 vest 25% on each of the first four anniversaries of the grant date. The final exercise date for any option granted is the tenth anniversary of the grant date. |
In order to mitigate the impact of the $336.0 million dividend paid in connection with the issuance of the Holdco Notes in February 2013, the Company’s Board of Directors in May 2013 approved a modification to all then outstanding options through a combination of exercise price reductions and cash payments to option holders. The modification did not affect the existing vesting schedules. The Company recorded $0.5 million of incremental compensation expense during the three month period ended May 2, 2015, of which $0.2 million will be paid in cash. During the three month period ended May 3, 2014, the Company recorded $0.8 million of incremental compensation expense, of which $0.2 million was paid in cash. These costs were recorded in the line item “Stock option modification expense” in the Company’s Condensed Consolidated Statements of Operations. As of May 2, 2015, the Company expects to recognize $1.7 million of incremental compensation expense to be recorded over the remaining vesting periods through the fiscal year ended February 3, 2018, of which $0.2 million will be paid in cash. |
During the second quarter of Fiscal 2013, the Company made a special one-time grant of options to purchase shares of common stock under the 2006 Plan to certain members of its management team. These one-time grants vest 20% on each of the first five anniversaries of the Trigger Date. The Trigger Date is defined as the date after the vesting of all other options held by the grantee which were granted to the grantee prior to May 2013 and remain outstanding and unvested as of the date of the one-time grant. |
With the exception of the special one-time grants made during Fiscal 2013, all options awarded pursuant to the 2006 Plan become exercisable upon a change of control as defined in the Stockholders Agreement. The vesting of special one-time grants will not be accelerated in the event of a change of control, provided, however, that in the event that within two years after a change of control, the grantee’s employment is terminated without cause or the grantee resigns with good reason, then an incremental 20% of the special one-time grants shall be deemed vested as of the date of termination of grantee’s employment, but in no event more than the total number of special one-time grants granted to such grantee. Unless determined otherwise by the plan administrator, upon cessation of employment, the majority of options that have not vested will terminate immediately (subject to the potential acceleration of special one-time grants in the event of a change of control, as described above) and unexercised vested options will be exercisable for a period of 60 days. The final exercise date for any option granted is the tenth anniversary of the grant date. |
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Non-cash stock compensation expense is as follows: |
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| | (in thousands) | | | | | | | | | |
| | Three Months Ended | | | | | | | | | |
Type of Non-Cash Stock Compensation | | May 2, | | | May 3, | | | | | | | | | |
2015 | 2014 | | | | | | | | |
Restricted stock issuances (a) | | $ | 1,218 | | | $ | 69 | | | | | | | | | |
Stock option grants (a) | | | 561 | | | | 713 | | | | | | | | | |
Stock option modification (b) | | | 340 | | | | 585 | | | | | | | | | |
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Total (c) | | $ | 2,119 | | | $ | 1,367 | | | | | | | | | |
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(a) | Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Operations. | | | | | | | | | | | | | | | |
(b) | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan which is included in the line item “Stock option modification expense” in the Company’s Condensed Consolidated Statements of Operations. | | | | | | | | | | | | | | | |
(c) | For the three month periods ended May 2, 2015 and May 3, 2014, the tax benefit related to the Company’s non-cash stock compensation was approximately $0.8 million and $0.5 million, respectively. | | | | | | | | | | | | | | | |
As of May 2, 2015, the Company had 3,011,292 options outstanding to purchase shares of common stock, all of which are service-based awards issued under the 2006 Plan. As of May 2, 2015, no options were outstanding under the 2013 Plan. |
Stock option transactions during the three month period ended May 2, 2015 are summarized as follows: |
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| | Number of | | | Weighted | | | | | | | | | |
Shares | Average | | | | | | | | |
| Exercise | | | | | | | | |
| Price Per | | | | | | | | |
| Share | | | | | | | | |
Options outstanding, January 31, 2015 | | | 3,218,845 | | | $ | 4.93 | | | | | | | | | |
Options granted | | | 342,518 | | | | 52.02 | | | | | | | | | |
Options exercised (a) | | | (297,589 | ) | | | 3.04 | | | | | | | | | |
Options forfeited | | | (252,482 | ) | | | 3 | | | | | | | | | |
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Options outstanding, May 2, 2015 | | | 3,011,292 | | | $ | 10.63 | | | | | | | | | |
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(a) | Options exercised during the three months ended May 2, 2015 had a total intrinsic value of $16.7 million. | | | | | | | | | | | | | | | |
The following table summarizes information about the stock options vested and expected to vest during the contractual term as of May 2, 2015: |
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| | Options | | | Weighted | | | Weighted | | | Aggregate Intrinsic | |
Average | Average | Value |
Remaining | Exercise | |
Contractual | Price | |
Life (Years) | | |
Vested and expected to vest | | | 2,646,878 | | | | 7.83 | | | $ | 11.28 | | | $ | 107.8 million | |
The fair value of each stock option granted during the three month period ended May 2, 2015 was estimated using the Black Scholes option pricing using the following assumptions: |
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| | Three Months Ended | | | | | | | | | | | | | |
2-May-15 | | | | | | | | | | | | |
Risk-fee interest rate | | | 1.81 | % | | | | | | | | | | | | |
Expected volatility | | | 36 | % | | | | | | | | | | | | |
Expected life (years) | | | 6.25 | | | | | | | | | | | | | |
Contractual life (years) | | | 10 | | | | | | | | | | | | | |
Expected dividend yield | | | 0 | % | | | | | | | | | | | | |
Weighted average grant date fair value of options issued | | $ | 19.99 | | | | | | | | | | | | | |
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The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Since the Company completed its initial public offering in October 2013, it does not have sufficient history as a publicly traded company to evaluate its volatility factor. As such, the expected stock price volatility is based upon the historical volatility of the stock price over the expected life of the options of peer companies that are publicly traded. The risk free interest rate was based on the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the awards being valued. For grants issued during the three month periods ended May 2, 2015 and May 3, 2014, the expected life of the options was calculated using the simplified method. The simplified method defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. This methodology was utilized due to the short length of time our common stock has been publicly traded. |
Restricted Stock Awards |
Under the 2006 Plan, the Company also has the ability to grant shares of restricted stock. All shares of restricted stock granted to date under the 2006 Plan are service-based awards that cliff vest at the end of the requisite service period that typically ranges from three to four years. Following a change of control, all unvested shares of restricted stock shall remain unvested, provided, however, that 100% of such shares shall vest if, following such change of control, the employment of the recipient is terminated without cause or the recipient resigns with good reason. |
Award grant and vesting transactions during the three month period ended May 2, 2015 are summarized as follows: |
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| | Number of | | | Weighted | | | | | | | | | |
Shares | Average Grant | | | | | | | | |
| Date Fair | | | | | | | | |
| Value Per | | | | | | | | |
| Awards | | | | | | | | |
Non-vested awards outstanding, January 31, 2015 | | | 392,178 | | | $ | 38.56 | | | | | | | | | |
Awards granted | | | 153,320 | | | | 51.85 | | | | | | | | | |
Awards vested | | | (18,072 | ) | | | 27.5 | | | | | | | | | |
Awards forfeited | | | (30,143 | ) | | | 7.44 | | | | | | | | | |
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Non-vested awards outstanding, May 2, 2015 | | | 497,283 | | | $ | 44.94 | | | | | | | | | |
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The fair value of each share of restricted stock granted during the three month period ended May 2, 2015 was based upon the closing price of the Company’s common stock on the date of grant. |