Stock-Based Compensation | Stock-Based Compensation Overview We issue stock-based awards to certain of our employees and our Board of Directors pursuant to our 2000 Stock Incentive Plan, as amended, (the "Plan") and our 2001 Employee Stock Purchase Plan (the "ESPP") and recognize related stock-based compensation in our consolidated financial statements. The Plan provides for the granting to employees and consultants of Comtech (including prospective employees and consultants): (i) incentive and non-qualified stock options, (ii) restricted stock units ("RSUs"), (iii) RSUs with performance measures (which we refer to as "performance shares"), (iv) restricted stock, (v) stock units (reserved for issuance to non-employee directors) and share units (reserved for issuance to employees) (collectively, "share units") and (vi) stock appreciation rights ("SARs"), among other types of awards. Our non-employee directors are eligible to receive non-discretionary grants of stock-based awards, subject to certain limitations. The aggregate number of shares of common stock which may be issued, pursuant to the Plan, may not exceed 9,462,500 . Stock options granted may not have a term exceeding ten years or, in the case of an incentive stock award granted to a stockholder who owns stock representing more than 10.0% of the voting power, no more than five years . We expect to settle all outstanding awards under the Plan and ESPP with the issuance of new shares of our common stock. As of July 31, 2017 , we had granted stock-based awards pursuant to the Plan representing the right to purchase and/or acquire an aggregate of 7,895,947 shares (net of 3,724,297 expired and canceled awards), of which an aggregate of 5,209,875 have been exercised or converted into common stock. As of July 31, 2017 , the following stock-based awards, by award type, were outstanding: July 31, 2017 Stock options 1,855,875 Performance shares 252,089 RSUs and restricted stock 292,260 Share units 285,848 Total 2,686,072 Our ESPP provides for the issuance of up to 800,000 shares of our common stock. Our ESPP is intended to provide our eligible employees the opportunity to acquire our common stock at 85% of fair market value at the date of issuance. Through July 31, 2017 , we have cumulatively issued 698,739 shares of our common stock to participating employees in connection with our ESPP. Stock-based compensation for awards issued is reflected in the following line items in our Consolidated Statements of Operations: Fiscal Years Ended July 31, 2017 2016 2015 Cost of sales $ 760,000 296,000 245,000 Selling, general and administrative expenses 7,071,000 3,407,000 3,507,000 Research and development expenses 675,000 414,000 611,000 Stock-based compensation expense before income tax benefit 8,506,000 4,117,000 4,363,000 Estimated income tax benefit (3,065,000 ) (1,434,000 ) (1,523,000 ) Net stock-based compensation expense $ 5,441,000 2,683,000 2,840,000 Stock-based compensation for equity-classified awards is measured at the date of grant, based on an estimate of the fair value of the award and is generally expensed over the vesting period of the award. At July 31, 2017 , unrecognized stock-based compensation of $6,569,000 , net of estimated forfeitures of $759,000 , is expected to be recognized over a weighted average period of 2.7 years. Total stock-based compensation capitalized and included in ending inventory at July 31, 2017 and 2016 was $12,000 and $51,000 , respectively. There are no liability-classified stock-based awards outstanding as of July 31, 2017 or 2016 . Stock-based compensation expense, by award type, is summarized as follows: Fiscal Years Ended July 31, 2017 2016 2015 Stock options $ 1,400,000 2,353,000 2,842,000 Performance shares 1,607,000 1,374,000 890,000 ESPP 162,000 163,000 206,000 RSUs and restricted stock 829,000 227,000 397,000 Share units 4,508,000 — 28,000 Stock-based compensation expense before income tax benefit 8,506,000 4,117,000 4,363,000 Estimated income tax benefit (3,065,000 ) (1,434,000 ) (1,523,000 ) Net stock-based compensation expense $ 5,441,000 2,683,000 2,840,000 ESPP stock-based compensation expense primarily relates to the 15% discount offered to participants in the ESPP. The estimated income tax benefit as shown in the above table was computed using income tax rates expected to apply when the awards are settled. Such deferred tax asset was recorded net as part of our non-current deferred tax liability in our Consolidated Balance Sheet as of July 31, 2017 and 2016 . The actual income tax benefit recognized for tax reporting is based on the fair market value of our common stock at the time of settlement and can significantly differ from the estimated income tax benefit recorded for financial reporting. The following table reconciles the actual income tax benefit recognized for tax deductions relating to the settlement of stock-based awards to the excess income tax benefit reported as a cash flow from financing activities in our Consolidated Statements of Cash Flows: Fiscal Years Ended July 31, 2017 2016 2015 Actual income tax benefit recorded for the tax deductions relating to the settlement of stock-based awards $ 372,000 196,000 1,108,000 Less: Tax benefit initially recognized on settled stock-based awards vesting subsequent to the adoption of accounting standards that require us to expense stock-based awards 290,000 168,000 960,000 Excess income tax benefit from settled equity-classified stock-based awards recorded as an increase to additional paid-in capital and reported as a cash inflow from financing activities in our Consolidated Statements of Cash Flows $ 82,000 28,000 148,000 During fiscal 2017 , 2016 and 2015 , we recorded $670,000 , $283,000 and $354,000 , respectively, of a reduction to additional paid-in capital and accumulated hypothetical tax benefits, which represent net income tax shortfalls recognized from the settlement of stock-based awards and the reversal of unrealized deferred tax assets associated with certain vested equity-classified stock-based awards that expired during each of the respective periods. Stock Options The following table summarizes the Plan's activity: Awards (in Shares) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at July 31, 2014 2,132,896 $ 28.17 Granted 416,525 33.78 Expired/canceled (46,400 ) 30.20 Exercised (383,338 ) 27.61 Outstanding at July 31, 2015 2,119,683 29.33 Granted 552,806 27.15 Expired/canceled (396,610 ) 28.99 Exercised (19,200 ) 27.24 Outstanding at July 31, 2016 2,256,679 28.87 Expired/canceled (400,804 ) 30.15 Outstanding at July 31, 2017 1,855,875 $ 28.60 5.56 $ — Exercisable at July 31, 2017 1,261,529 $ 28.55 4.84 $ — Vested and expected to vest at July 31, 2017 1,799,732 $ 28.58 5.51 $ — Stock options outstanding as of July 31, 2017 have exercise prices ranging from $20.90 - $33.94 . There were no stock options granted or exercised during the fiscal year ended July 31, 2017 . The total intrinsic value relating to stock options exercised during the fiscal years ended July 31, 2016 and 2015 was $32,000 and $2,279,000 , respectively. Stock options granted during the fiscal years ended July 31, 2016 and 2015 had exercise prices equal to the fair market value of our common stock on the date of grant, a contractual term of five or ten years and a vesting period of three or five years . During fiscal 2016 and 2015 , at the election of certain holders of vested stock options, 19,200 and 333,338 stock options, respectively, were net settled upon exercise. As a result, 706 and 49,086 net shares of our common stock were issued, after reduction of shares retained to satisfy the exercise price and minimum statutory tax withholding requirements, during the fiscal years ended July 31, 2016 and 2015 , respectively. The estimated per-share weighted average grant-date fair value of stock options granted during fiscal 2016 and 2015 was $5.50 and $6.12 , respectively, which was determined using the Black-Scholes option pricing model, and included the following weighted average assumptions: Fiscal Years Ended July 31, 2016 2015 Expected dividend yield 4.46 % 3.55 % Expected volatility 34.44 % 28.19 % Risk-free interest rate 1.52 % 1.61 % Expected life (years) 5.15 5.44 Expected dividend yield is the expected annual dividend as a percentage of the fair market value of our common stock on the date of grant, based on our Board's annual dividend target at the time of grant. We estimate expected volatility by considering the historical volatility of our stock and the implied volatility of publicly-traded call options on our stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for an instrument which closely approximates the expected term. The expected term is the number of years we estimate that awards will be outstanding prior to exercise and is determined by employee groups with sufficiently distinct behavior patterns. Assumptions used in computing the fair value of stock-based awards reflect our best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of our control. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by recipients of stock-based awards. Performance Shares, RSUs, Restricted Stock and Share Unit Awards The following table summarizes the Plan's activity relating to performance shares, RSUs, restricted stock and share units: Awards (in Shares) Weighted Average Grant Date Fair Value Aggregate Intrinsic Value Outstanding at July 31, 2014 180,097 $ 26.20 Granted 66,294 33.96 Converted to common stock (18,422 ) 27.79 Forfeited (3,804 ) 32.47 Outstanding at July 31, 2015 224,165 28.26 Granted 71,605 27.45 Converted to common stock (16,439 ) 26.35 Forfeited (62,118 ) 27.62 Outstanding at July 31, 2016 217,213 28.32 Granted 705,241 14.31 Converted to common stock (61,462 ) 26.63 Forfeited (30,795 ) 17.13 Outstanding at July 31, 2017 830,197 $ 16.95 $ 14,943,546 Vested at July 31, 2017 531,885 $ 18.51 $ 9,573,930 Vested and expected to vest at July 31, 2017 802,715 $ 16.96 $ 14,448,867 The total intrinsic value relating to fully-vested awards converted into our common stock during the fiscal years ended July 31, 2017 , 2016 and 2015 was $1,039,000 , $660,000 and $654,000 respectively. Performance shares granted to employees prior to fiscal 2014 generally vest over a 5.3 year period, beginning on the date of grant once pre-established performance goals were attained, and are convertible into shares of our common stock at the time of vesting, on a one-for-one basis for no cash consideration. The performance shares granted to employees since fiscal 2014 principally vest over a three -year performance period, if pre-established performance goals are attained, or as specified pursuant to the Plan and related agreements. As of July 31, 2017 , the number of outstanding performance shares included in the above table, and the related compensation expense prior to consideration of estimated pre-vesting forfeitures, assume achievement of the pre-established goals at a target level. RSUs and restricted stock granted to non-employee directors have a vesting period of three years and are convertible into shares of our common stock generally at the time of termination, on a one -for-one basis for no cash consideration, or earlier under certain circumstances. RSUs granted to employees have a vesting period of five years and are convertible into shares of our common stock generally at the time of vesting, on a one -for-one basis for no cash consideration. Share units are vested when issued and are convertible into shares of our common stock generally at the time of termination, on a one -for-one basis for no cash consideration, or earlier under certain circumstances. Cumulatively through July 31, 2017 , 744 share units granted have been converted into common stock. On July 31, 2017, 278,089 fully vested share units were granted to certain employees in lieu of fiscal 2017 non-equity incentive compensation. In fiscal 2016, our non-equity incentives were settled in cash. These share units will be convertible into shares of our common stock on the one-year anniversary of the grant date. The fair value of performance shares, RSUs, restricted stock and share units is determined using the closing market price of our common stock on the date of grant, less the present value of any estimated future dividend equivalents such awards are not entitled to receive and an applicable estimated discount for post vesting restrictions. RSUs and performance shares granted in fiscal 2012 are not entitled to dividend equivalents. RSUs, performance shares and restricted stock granted since fiscal 2013 are entitled to dividend equivalents unless forfeited before vesting occurs; however, performance shares granted in fiscal 2013 were not entitled to such dividend equivalents until our Board of Directors determined that the pre-established performance goals were met. Share units granted prior to fiscal 2014 are not entitled to dividend equivalents. Share units granted since fiscal 2014 are entitled to dividend equivalents while the underlying shares are unissued. Dividend equivalents are subject to forfeiture, similar to the terms of the underlying stock-based awards, and are payable in cash generally at the time of conversion of the underlying shares into our common stock. During fiscal 2017 , 2016 and 2015 , we accrued $273,000 , $155,000 and $224,000 , respectively, of dividend equivalents and paid out $176,000 , $23,000 and $15,000 , respectively. Such amounts were recorded as a reduction to retained earnings. As of July 31, 2017 and 2016 , accrued dividend equivalents were $554,000 and $457,000 , respectively. Cash payments to remit employees' minimum statutory tax withholding requirements related to the net settlement of stock-based awards for the fiscal years ended July 31, 2017 , 2016 and 2015 were $262,000 , $105,000 and $473,000 , respectively, which is reported as a cash outflow from operating activities in the accrued expenses and other current liabilities line item in our Consolidated Statements of Cash Flows for each respective period. Subsequent Events In the first quarter of fiscal 2018 , our Board of Directors authorized the issuance of 305,734 stock-based awards of which 99,620 were performance shares and 206,114 were restricted stock units. Total unrecognized compensation expense related to such awards, net of estimated forfeitures and assuming achievement of the pre-established performance goals at a target level, approximated $5,328,000 . Also on August 1, 2017, we adopted FASB ASU 2016-09 “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which amended several aspects of the accounting and reporting of share-based payment transactions, including: Excess tax benefits and shortfalls - ASU 2016-09 requires that all tax effects related to share-based awards to be recognized in the statement of operations. ASU 2016-09 also removes the prior requirement to delay recognition of excess tax benefits until it reduces current taxes payable; instead, we are now required to recognize excess tax benefits as discrete items in the interim period in which they occur, subject to normal valuation allowance considerations. As ASU 2016-09 eliminates the concept of accumulated hypothetical tax benefits, excess tax benefits and shortfalls will no longer be recognized in stockholders’ equity. As a result, ASU 2016-09 is expected to result in future volatility of our income tax expense (as the future tax effects of share-based awards will be dependent on the price of our common stock at the time of settlement). Due to the adoption of ASU 2016-09, on a prospective basis, excess income tax benefits from the settlement of share-based awards will be presented in our Consolidated Statement of Cash Flows as a cash inflow from operating activities. Such amounts for fiscal 2017, 2016 and 2015 were $82,000 , $28,000 and $148,000 , respectively, and were reported as a cash outflow from operating activities and cash inflow from financing activities. Diluted earnings per share - When calculating our diluted earnings per share prior to the adoption of ASU 2016-09, in addition to considering the amount an employee must pay upon assumed exercise of stock-based awards and the amount of stock-based compensation cost attributed to future services and not yet recognized, the assumed proceeds also included the amount of excess tax benefits, if any, that would have been credited to additional paid-in capital assuming exercise of in-the-money stock-based awards. Effective with our adoption of ASU 2016-09 in the first quarter of fiscal 2018, excess tax benefits are to be excluded from the calculation on a prospective basis. As a result, the denominator for our diluted calculations could increase in the future as compared to prior calculations. Forfeitures - As permitted by ASU 2016-09, we elected to continue to estimate forfeitures of share-based awards. Statutory Tax Withholding Requirements - When net settling share-based awards as a means to meet tax withholding requirements, ASU 2016-09 now allows entities to withhold an amount up to the employees’ maximum individual tax rate in the relevant jurisdiction, without resulting in liability classification of the award. To qualify, we must have at least some withholding obligation. This aspect of adopting ASU 2016-09 did not have any material impact on us. However, with respect to cash payments that we make to taxing authorities on behalf of employees for such shares withheld, on a retrospective basis in future financial statements that include a statement of cash flows, we are required to present such payments as a cash outflow from financing activities. Payments for share-based award tax withholding requirements for fiscal 2017, 2016 and 2015 were $262,000 , $105,000 and $473,000 , respectively, and were previously presented as a cash outflow from operating activities. |