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. On August 1, 2017, we adopted ASU No. 2016-09, which amended several aspects of the accounting for and reporting of our share-based payment transactions, including: Excess tax benefits and shortfalls - ASU No. 2016-09 requires that all tax effects related to our share-based awards be recognized in the Consolidated Statement of Operations. ASU No. 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 No. 2016-09 eliminated the concept of accumulated hypothetical tax benefits, excess tax benefits and shortfalls are no longer recognized in stockholders’ equity. As a result, ASU No. 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). Additionally, on a prospective basis, excess income tax benefits from the settlement of share-based awards are presented as a cash inflow from operating activities in our Consolidated Statement of Cash Flows. Diluted earnings per share - Prior to the adoption of ASU No. 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, when calculating our diluted earnings per share, 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 No. 2016-09, 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 No. 2016-09, we elected to continue to estimate forfeitures of share-based awards. Statutory Tax Withholding Requirements - ASU No. 2016-09 now allows us, when net settling share-based awards, 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 No. 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, we are required to present such payments as a cash outflow from financing activities in our Consolidated Statements of Cash Flows (as opposed to operating activities). As of July 31, 2018 , the aggregate number of shares of common stock which may be issued, pursuant to the Plan, may not exceed 10,362,500 . 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 employee purchases under the ESPP with the issuance of new shares of our common stock. As of July 31, 2018 , we had granted stock-based awards pursuant to the Plan representing the right to purchase and/or acquire an aggregate of 8,166,820 shares (net of 3,926,429 expired and canceled awards), of which an aggregate of 5,679,407 have been exercised or settled. As of July 31, 2018 , the following stock-based awards, by award type, were outstanding: July 31, 2018 Stock options 1,668,975 Performance shares 255,275 RSUs and restricted stock 397,412 Share units 165,751 Total 2,487,413 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, 2018 , we have cumulatively issued 743,735 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, 2018 2017 2016 Cost of sales $ 758,000 760,000 296,000 Selling, general and administrative expenses 6,866,000 7,071,000 3,407,000 Research and development expenses 945,000 675,000 414,000 Stock-based compensation expense before income tax benefit 8,569,000 8,506,000 4,117,000 Estimated income tax benefit (2,005,000 ) (3,065,000 ) (1,434,000 ) Net stock-based compensation expense $ 6,564,000 5,441,000 2,683,000 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, 2018 , unrecognized stock-based compensation of $6,641,000 , net of estimated forfeitures of $742,000 , 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, 2018 and 2017 was $48,000 and $12,000 , respectively. There are no liability-classified stock-based awards outstanding as of July 31, 2018 or 2017 . Stock-based compensation expense, by award type, is summarized as follows: Fiscal Years Ended July 31, 2018 2017 2016 Stock options $ 1,089,000 1,400,000 2,353,000 Performance shares 1,013,000 1,607,000 1,374,000 RSUs and restricted stock 1,458,000 829,000 227,000 ESPP 205,000 162,000 163,000 Share units 4,804,000 4,508,000 — Stock-based compensation expense before income tax benefit 8,569,000 8,506,000 4,117,000 Estimated income tax benefit (2,005,000 ) (3,065,000 ) (1,434,000 ) Net stock-based compensation expense $ 6,564,000 5,441,000 2,683,000 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, 2018 and 2017 . 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. 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, 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 Expired/canceled (72,190 ) 27.58 Exercised (114,710 ) 27.44 Outstanding at July 31, 2018 1,668,975 $ 28.72 4.53 $ 8,198,000 Exercisable at July 31, 2018 1,314,448 $ 28.67 4.07 $ 6,516,000 Vested and expected to vest at July 31, 2018 1,632,696 $ 28.70 4.48 $ 8,049,000 Stock options outstanding as of July 31, 2018 have exercise prices ranging from $20.90 - $33.94 . The total intrinsic value relating to stock options exercised during the fiscal years ended July 31, 2018 and 2016 was $469,000 and $32,000 , respectively. There were no stock options exercised during the fiscal year ended July 31, 2017 . Stock options granted during the fiscal year ended July 31, 2016 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 . There were no stock options granted during the fiscal years ended July 31, 2018 and 2017 . During fiscal 2018 , at the election of certain holders of vested stock options, 101,610 stock options were net settled upon exercise. As a result, 8,706 net shares of our common stock were issued during the fiscal year ended July 31, 2018 , after reduction of shares retained to satisfy the exercise price and statutory tax withholding requirements. The estimated per-share weighted average grant-date fair value of stock options granted during fiscal 2016 was $5.50 , which was determined using the Black-Scholes option pricing model, and included the following weighted average assumptions: Fiscal Year Ended July 31, 2016 Expected dividend yield 4.46 % Expected volatility 34.44 % Risk-free interest rate 1.52 % Expected life (years) 5.15 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, 2015 224,165 $ 28.26 Granted 71,605 27.45 Settled (16,439 ) 26.35 Forfeited (62,118 ) 27.62 Outstanding at July 31, 2016 217,213 28.32 Granted 705,241 14.31 Settled (61,462 ) 26.63 Forfeited (30,795 ) 17.13 Outstanding at July 31, 2017 830,197 16.95 Granted 473,005 22.45 Settled (354,822 ) 17.66 Canceled/Forfeited (129,942 ) 17.26 Outstanding at July 31, 2018 818,438 $ 19.78 $ 27,500,000 Vested at July 31, 2018 207,998 $ 28.88 $ 6,989,000 Vested and expected to vest at July 31, 2018 785,543 $ 19.92 $ 26,394,000 The total intrinsic value relating to fully-vested awards settled during the fiscal years ended July 31, 2018 , 2017 and 2016 was $10,473,000 , $1,039,000 and $660,000 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, 2018 , 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 granted prior to July 31, 2017 were 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. Share units granted on or after July 31, 2017 were granted to certain employees in lieu of non-equity incentive compensation and are convertible into shares of our common stock on the one-year anniversary of the respective grant date. On July 31, 2018 , 160,899 fully vested share units were granted to certain employees in lieu of fiscal 2018 non-equity incentive compensation. Also, on July 31, 2018 , 247,664 fully vested share units (previously granted in lieu of fiscal 2017 non-equity incentive compensation) were converted into 162,391 shares of our common stock after reduction of shares retained to satisfy employees’ statutory tax withholding requirements. Cumulatively, through July 31, 2018 , 265,348 share units granted have been settled. 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, 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 settlement of the underlying shares into our common stock. During fiscal 2018 , 2017 and 2016 , we accrued $300,000 , $273,000 and $155,000 , respectively, of dividend equivalents (net of forfeitures) and paid out $141,000 , $176,000 and $23,000 , respectively. Accrued dividend equivalents were recorded as a reduction to retained earnings. As of July 31, 2018 and 2017 , accrued dividend equivalents were $713,000 and $554,000 , respectively. We recorded $1,193,000 of income tax benefit in our Consolidated Statements of Operations for fiscal 2018 , which primarily represents net excess income tax benefits from the settlement of stock-based awards. During fiscal 2017 and 2016 , net income tax shortfalls from similar items totaled $670,000 and $283,000 , pursuant to prior GAAP, were recorded as a reduction to additional paid-in capital. Subsequent Events In the first quarter of fiscal 2019 , our Board of Directors authorized the issuance of 152,617 stock-based awards of which 46,305 were performance shares, 10,386 were restricted stock and 95,926 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 $5,057,000 . |