Stock-Based Compensation | 3 Months Ended |
Mar. 28, 2015 |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | NOTE 5. Stock-Based Compensation |
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The Company has two stock-based compensation plans. Neither of the Company’s stock-based awards under these plans are classified as liabilities. The Company recorded stock-based compensation expense for the three months ended March 28, 2015 and March 29, 2014 as follows: |
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| Three Months Ended | | | | | | |
| March 28, | | March 29, | | | | | | |
(in thousands) | 2015 | | 2014 | | | | | | |
Cost of revenues | $ | 271 | | $ | 241 | | | | | | |
Research and development | | 2,844 | | | 2,647 | | | | | | |
Selling, general and administrative | | 3,578 | | | 3,303 | | | | | | |
Total | $ | 6,693 | | $ | 6,191 | | | | | | |
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The Company received cash of $26.8 million related to the issuance of stock-based awards during the three months ended March 28, 2015 (March 29, 2014 - $9.3 million). |
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Equity Award Plans |
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The Company issues its equity awards under the provisions of its equity plans. Stock options are granted with an exercise price equal to the closing market price of the Company’s common stock at the grant date. The options generally expire within 10 years and vest over four years. |
Activity under the option plans during the three months ended March 28, 2015 was as follows: |
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| | Number of options | | Weighted average exercise price per share | | | Weighted average remaining contractual term (years) | | | Aggregate intrinsic value |
Outstanding, December 27, 2014 | | 18,316,720 | | $ | 7.53 | | | 4.41 | | $ | 32,598,999 |
Granted | | 30,000 | | $ | 8.88 | | | | | | — |
Exercised | | -3,123,174 | | $ | 6.82 | | | | | | — |
Forfeited | | -3,802 | | $ | 6.83 | | | | | | — |
Expired | | -282,241 | | $ | 10.51 | | | | | | — |
Outstanding, March 28, 2015 | | 14,937,503 | | $ | 7.63 | | | 4.49 | | $ | 27,621,695 |
Vested and expected to vest, March 28, 2015 | | 14,753,970 | | $ | 7.64 | | | 4.43 | | $ | 27,155,342 |
Exercisable, March 28, 2015 | | 13,222,348 | | $ | 7.76 | | | 3.97 | | $ | 22,969,577 |
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The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the quoted price of the Company’s common stock for the options that were in-the-money at March 28, 2015. Total forfeitures recorded amounted to $0.3 million and $0.8 million during the three months ended March 28, 2015, and March 29, 2014, respectively. |
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The fair value of the Company’s stock option awards granted to employees is estimated using a lattice-binomial valuation model. This model considers the contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life, and the probability of termination or retirement of the option holder in computing the value of the option. The model requires the input of highly subjective assumptions including the expected stock price volatility and expected life. |
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The Company’s estimates of expected volatilities are based on a weighted historical and market-based implied volatility. The Company uses historical data to estimate option exercises and employee terminations within the valuation model; separate groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The expected term of options granted is derived from the output of the stock option valuation model and represents the period of time that granted options are expected to be outstanding. The risk-free rate for periods within the expected life of the stock option is based on the U.S. Treasury yield curve in effect at the time of the grant. |
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The fair values of the Company’s stock option awards were calculated for expense recognition using an estimated forfeiture rate, assuming no expected dividends and using the following weighted average assumptions: |
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| | Three Months Ended | | | | | | | |
| | March 28, | | March 29, | | | | | | | |
| | 2015 | | 2014 | | | | | | | |
Expected life (years) | | 5.89 | | N/A | | | | | | | |
Expected volatility | | 31% | | N/A | | | | | | | |
Risk-free interest rate | | 1.6% | | N/A | | | | | | | |
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The weighted average grant-date fair value per stock options granted during the three months ended March 28, 2015 was $2.81. No stock options were granted during the three months ended March 29, 2014. The total intrinsic value of stock options exercised during the three months ended March 28, 2015 was $7.6 million (March 29, 2014 - $1.2 million). |
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As of March 28, 2015, there was $3.0 million of total unrecognized compensation costs related to unvested stock options granted under the plans, which is expected to be recognized over an average period of 2.5 years. |
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Restricted Stock Units |
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The Company has various stock award plans that allow for the issuance of Restricted Stock Units (“RSUs”) to employees and directors. |
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On February 25, 2015, the Company made its annual grant of RSU awards to Executives based on the second performance-based program tied to Non-GAAP operating income targets for 2015-2017. The total fair value of these 2015 grants was estimated at $3.8 million and will be recognized as compensation expense over the award’s vesting terms, with 34% vesting on February 25, 2016, 33% on February 25, 2017 and 33% vesting on February 25, 2018. |
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A summary of RSU activity during the three months ended March 28, 2015 is as follows: |
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| | Restricted Stock Units | | Weighted Average Remaining Contractual Term (years) | | | Aggregate intrinsic value | | | |
Unvested units at December 27, 2014 | | 7,368,529 | | | 1.73 | | $ | 67,200,984 | | | |
Awarded | | 413,108 | | | | | | — | | | |
Released | | -190,951 | | | | | | — | | | |
Forfeited | | -137,262 | | | | | | — | | | |
Unvested units at March 28, 2015 | | 7,453,424 | | | 1.55 | | $ | 69,242,309 | | | |
Restricted Stock Units expected to vest at March 28, 2015 | | 6,541,680 | | | 1.45 | | $ | 60,772,202 | | | |
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The intrinsic value of RSUs vested during the three months ended March 28, 2015 was $1.8 million. As of March 28, 2015, total unrecognized compensation expense, adjusted for estimated forfeitures, related to unvested RSUs was $36.4 million, which is expected to be recognized over the next 2.5 years. |
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Employee Stock Purchase Plan |
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The 2011 Employee Stock Purchase Plan (the “2011 Plan”) was approved by stockholders at the 2010 Annual Meeting. The 2011 Plan became effective on February 11, 2011. The 2011 Plan consists of consecutive offering periods, generally of a duration of 6 months, and allows eligible employees to purchase shares of the Company’s common stock at the end of each such offering period, generally February and August of any year, at a price per share equal to 85% of the lower of the fair market value of a share of Common Stock on the start date or the fair market value of a share of Common Stock on the exercise date of the offering period. Employees purchase such shares through payroll deductions which may not exceed 10% of their total cash compensation. The 2011 Plan imposes certain limitations upon an employee’s right to acquire Common Stock, including the following: (i) no employee may purchase more than 7,500 shares of Common Stock on any one purchase date and (ii) no employee may be granted rights to purchase more than $25,000 worth of Common Stock for each calendar year that such rights are at any time outstanding. Up to 12,000,000 shares of our Common Stock have been initially reserved for issuance under the 2011 Plan. |
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During the three months ended March 28, 2015, 909,832 shares were issued under the 2011 Plan at a weighted average price of $6.00 per share. As of March 28, 2015, 3,470,376 shares were available for future issuance under the 2011 Plan compared to 4,380,208 as at December 27, 2014. The valuation inputs utilized to determine the grant date fair value per ESPP award granted were as follows: |
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| | Three Months Ended | | | | | | | |
| | March 28, | | March 29, | | | | | | | |
| | 2015 | | 2014 | | | | | | | |
Expected life (years) | | 0.5 | | 0.5 | | | | | | | |
Expected volatility | | 34% | | 33% | | | | | | | |
Risk-free interest rate | | 0.07% | | 0.10% | | | | | | | |
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The weighted average grant date fair value per ESPP award granted during the first three months of 2015 was $2.24. The total intrinsic value of ESPP shares issued during the first three months of 2015 was $2.8 million. |
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As of March 28, 2015, total unrecognized compensation costs, adjusted for estimated forfeitures, related to non-vested ESPP awards was $1.2 million which is expected to be recognized over the next four months. |
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