Stock-Based Compensation | Note 8. Stock-Based Compensation The following table summarizes stock-based compensation expense by financial statement line item in the Company’s condensed consolidated statements of operations for the three and six months ended September 30, 2015 and 2014: For the Three Months Ended For the Six Months Ended September 30, 2015 2014 2015 2014 (in $000’s) (in $000’s) Cost of product revenue $ 218 $ 148 $ 455 $ 357 Research and development 989 773 1,920 1,626 Selling, general and administrative 9,586 3,103 13,217 6,331 $ 10,793 $ 4,024 $ 15,592 $ 8,314 The components of stock-based compensation for the three and six months ended September 30, 2015 and 2014 were as follows: For the Three Months Ended September 30, For the Six Months Ended September 30, 2015 2014 2015 2014 (in $000’s) (in $000’s) Restricted stock units $ 8,446 $ 3,334 $ 12,349 $ 6,754 Stock options 2,227 624 3,046 1,423 Employee stock purchase plan 120 66 197 137 $ 10,793 $ 4,024 $ 15,592 $ 8,314 The Company’s former Chief Financial Officer retired effective July 31, 2015 and currently serves as a consultant to the Company through July 31, 2017. In connection with the former Chief Financial Officer’s retirement agreement, his unvested options and restricted stock units were modified such that they will continue to vest and he will be permitted to exercise any vested options until July 31, 2017, including any options that vest after his retirement date, other than such options that expire on the tenth anniversary of the grant date. The Company recorded costs of $2.5 million in stock compensation expense, which is recorded in selling, general and administrative expenses for the three and six months ended September 30, 2015. In June 2015, the Company’s Board of Directors adopted a non-employee director retirement policy that provides for the accelerated vesting of all stock options, restricted stock units and other equity awards held by a non-employee director if he or she permanently ceases his or her service on the Company’s Board of Directors by reason of death, disability, or the non-employee director’s retirement following at least five years of service and so long as his or her age plus service equals or exceeds 65. This retirement policy accelerated the recognition of stock-based compensation because the outstanding unvested restricted stock units held by retirement eligible non-employee directors are able to vest at their decision to retire. The Company recorded costs of $1.4 million in accelerated stock compensation expense, which is recorded in selling, general and administrative expenses for the six months ended September 30, 2015. In August 2015, the Company approved the annual equity award grant to non-employee directors in the form of restricted stock units covering 3,900 shares of the Company’s common stock, which vest on the earlier of: (a) the one year anniversary of the grant date; or (b) the next annual meeting of stockholders. In conjunction with the Company’s non-employee director retirement policy, the stock compensation expense for awards to retirement eligible non-employee directors was fully recognized upon grant. The Company recorded costs of $2.0 million in stock compensation expense, which is recorded in selling, general and administrative expenses for the three and six months ended September 30, 2015. Stock Options The following table summarizes the stock option activity for the six months ended September 30, 2015: Options (in thousands) Weighted Weighted Aggregate Outstanding at beginning of period 2,892 $ 14.72 5.18 Granted 145 69.50 Exercised (703 ) 11.33 Cancelled and expired (1 ) 14.00 Outstanding at end of period 2,333 $ 19.16 5.56 $ 172,712 Exercisable at end of period 1,696 $ 13.76 4.50 $ 134,674 Options vested and expected to vest at end of period 2,277 $ 18.98 5.50 $ 169,000 The aggregate intrinsic value of options exercised was $49.5 million for the six months ended September 30, 2015. The total fair value of options that vested during the six months ended September 30, 2015 was $2.4 million. The remaining unrecognized stock-based compensation expense for unvested stock option awards at September 30, 2015 was approximately $6.4 million, net of forfeitures, and the weighted-average period over which this cost will be recognized is 2.3 years. The Company estimates the fair value of each stock option granted at the grant date using the Black-Scholes option valuation model. The weighted average grant-date fair value for options granted during the six months ended September 30, 2015 and 2014 was $18.08 and $9.05 per share, respectively. The fair value of options granted during the three and six months ended September 30, 2015 and 2014 were calculated using the following weighted average assumptions: For the Three Months Ended September 30, For the Six Months Ended September 30, 2015 2014 2015 2014 Risk-free interest rate 1.63 % 1.75 % 1.59 % 1.60 % Expected option life (years) 4.13 4.19 4.14 4.19 Expected volatility 48.3 % 48.7 % 49.7 % 49.3 % The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for a term consistent with the expected life of the stock options. Volatility assumptions are calculated based on the historical volatility of the Company’s stock and adjustments for factors not reflected in historical volatility that may be more indicative of future volatility. The Company estimates the expected term of options based on historical exercise experience and estimates of future exercises of unexercised options. An expected dividend yield of zero is used in the option valuation model because the Company does not pay cash dividends and does not expect to pay any cash dividends in the foreseeable future. The Company estimates forfeitures based on an analysis of actual historical forfeitures, adjusted to the extent historic forfeitures may not be indicative of forfeitures in the future. Restricted Stock and Restricted Stock Units The following table summarizes the activity of restricted stock and restricted stock units for the six months ended September 30, 2015: Number of Shares Weighted Average Grant Date Fair Value (in thousands) (per share) Restricted stock and restricted stock units at beginning of period 1,160 $ 21.90 Granted 655 $ 80.70 Vested (461 ) $ 22.55 Forfeited (42 ) $ 13.09 Restricted stock and restricted stock units at end of period 1,312 $ 51.31 As of September 30, 2015, there are no restricted stock awards outstanding. The weighted average grant-date fair value for restricted stock units granted, including performance and market-based awards, during the six months ended September 30, 2015 and 2014 was $80.70 and $21.88 per share, respectively. This includes 322,980 market based awards which were valued at $107.10 per share in which a Monte Carlo simulation was used to account for the market condition in valuing the award. See details below in “Market Based Awards”. The total fair value of restricted stock units that vested during the six months ended September 30, 2015 and 2014 was $10.2 million and $9.5 million, respectively. The remaining unrecognized compensation expense for outstanding restricted stock units, including performance and market-based awards, as of September 30, 2015 was $33.3 million and the weighted-average period over which this cost will be recognized is 2.8 years. Performance and Market-Based Awards Included in the restricted stock units activity are certain awards that vest subject to certain performance and market-based criteria. The remaining unrecognized compensation expense for outstanding performance and market-based restricted stock units as of September 30, 2015 was $22.7 million and the weighted-average period over which this cost will be recognized is 3.0 years. Performance-Based Awards In May 2015, performance-based awards of restricted stock units for the potential issuance of 183,940 shares of common stock were issued to certain executive officers and employees, all of which vest upon achievement of prescribed service milestones by the award recipients and performance milestones by the Company. As of September 30, 2015, the Company is recognizing compensation expense based on the probable outcome related to the prescribed performance targets on the outstanding awards. In May 2014, performance-based awards of restricted stock units for the potential issuance of 379,752 shares of common stock were issued to certain executive officers and employees, all of which vest upon achievement of prescribed service milestones by the award recipients and performance milestones by the Company. The Company met the prescribed performance milestones in fiscal 2015. As of September 30, 2015, 222,563 shares of common stock underlying restricted stock units remain unvested and such restricted stock units will vest subject to service requirements for vesting for these employees. In March 2014, the Company modified the performance condition on 50,000 restricted stock units originally granted in June 2011. During the three months ended June 30, 2015, the Company reversed $1.0 million that had been previously recorded as stock-based compensation expense based on the expectation that it is not probable that certain performance milestones related to this award will be achieved within the time period required by the award. In May 2013, performance-based awards of restricted stock units for the potential issuance of 268,988 shares of common stock were issued to certain executive officers and employees, all of which vest upon achievement of prescribed service milestones by the award recipients and performance milestones by the Company. The Company met the prescribed performance milestones in fiscal 2014. As of September 30, 2015, 148,995 shares of common stock underlying restricted stock units remain unvested and such restricted stock units will vest subject to service requirements for vesting for these employees. Market-Based Awards In June 2015, the Company awarded certain executive officers a total of up to 322,980 market-based restricted share units. These restricted stock units will vest and result in the issuance of common stock based on continuing employment and the relative ranking of the total shareholder return (“TSR”) of the Company’s common stock in relation to the TSR of the component companies in the S&P Health Care Equipment Select Industry Index over a three-year performance period based on a comparison of average closing stock prices between June 2015 and June 2018. The actual number of market-based restricted stock units that may be earned can range from 0% to 300% of the target number of shares. One-half of the market-based restricted stock units earned will vest in June 2018 and the remaining restricted stock units will vest one year thereafter. The Company used a Monte Carlo simulation model to estimate that the grant-date fair value of the restricted stock units. The fair value related to the restricted stock units will be recorded as stock compensation expense over the period from date of grant to June 2018 regardless of the actual TSR outcome achieved. The table below sets forth the assumptions used to value the awards and the estimated grant-date fair value: Risk-free interest rate 1.10 % Dividend yield 0 % Remaining performance period (years) 2.96 Expected volatility 47.2 % Estimated grant date fair value (per share) $ 107.10 Target performance (number of shares) 107,660 |