EQUITY COMPENSATION PLANS AND SHARE-BASED COMPENSATION | 6 Months Ended |
Sep. 30, 2013 |
EQUITY COMPENSATION PLANS AND SHARE-BASED COMPENSATION [Abstract] | ' |
EQUITY COMPENSATION PLANS AND SHARE-BASED COMPENSATION | ' |
NOTE 10. EQUITY COMPENSATION PLANS AND SHARE-BASED COMPENSATION |
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Equity Compensation Plan |
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As of September 30, 2013, we have one equity incentive plan under which our equity securities are authorized for issuance to our employees, directors and consultants. Our share-based compensation plan is described below. |
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2005 Equity Incentive Plan. Our 2005 Equity Incentive Plan (the “Equity Incentive Plan”) restated and amended our 1998 Stock Option Plan. The Equity Incentive Plan allows for the awards of stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance cash awards, performance shares, performance units, deferred compensation awards or other share-based awards to employees, directors and consultants. As of September 30, 2013, the Equity Incentive Plan provided for the issuance of a maximum of 6,786,000 shares, of which 939,000 shares of common stock were then available for future issuance. Shares that are canceled or forfeited from an award and shares withheld in satisfaction of tax withholding obligations are again available for issue under the Equity Incentive Plan. |
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Our current practice is to issue new shares of common stock from our authorized shares for share-based awards upon the exercise of stock options or vesting of restricted stock units. |
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Share-Based Compensation |
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The following table summarizes total share-based compensation expense, net of tax, related to restricted stock units during the three and six months ended September 30, 2013 and 2012, which is included in our condensed consolidated statements of income (in thousands, except per share data): |
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| | Three Months Ended | | | Six Months Ended | |
| | September 30, | | | September 30, | |
| | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Cost of revenues | | $ | 298 | | | $ | 222 | | | $ | 552 | | | $ | 445 | |
Research and development | | | 215 | | | | 254 | | | | 582 | | | | 554 | |
Sales and marketing | | | 595 | | | | 584 | | | | 1,301 | | | | 1,272 | |
General and administrative | | | 745 | | | | 649 | | | | 1,667 | | | | 1,240 | |
Share-based compensation expense before income taxes | | | 1,853 | | | | 1,709 | | | | 4,102 | | | | 3,511 | |
Income tax benefit | | | (633 | ) | | | (613 | ) | | | (1,401 | ) | | | (1,257 | ) |
Total share-based compensation expense after income taxes | | $ | 1,220 | | | $ | 1,096 | | | $ | 2,701 | | | $ | 2,254 | |
Net impact of share-based compensation on: | | | | | | | | | | | | | | | | |
Basic net income per share | | $ | 0.05 | | | $ | 0.05 | | | $ | 0.12 | | | $ | 0.1 | |
Diluted net income per share | | $ | 0.05 | | | $ | 0.05 | | | $ | 0.12 | | | $ | 0.1 | |
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Share-based compensation has been classified in the condensed consolidated statements of income or capitalized on the condensed consolidated balance sheets in the same manner as cash compensation paid to employees. Capitalized share-based compensation costs at September 30, 2013 and March 31, 2013 were $177,000 and $151,000, respectively, which were included in inventories on our condensed consolidated balance sheets. |
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Cash Flow Impact |
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The accounting standard with respect to share-based payment requires cash flows resulting from excess tax benefits to be classified as a part of cash flows from financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised stock options and vested restricted stock units in excess of the deferred tax asset attributable to share-based compensation expense for such share-based awards. Excess tax benefits are considered realized when the tax deductions reduce taxes that otherwise would be payable. Excess tax benefits classified as a financing cash inflow for the three months ended September 30, 2013 and 2012 were $332,000 and $428,000, respectively, and for the six months ended September 30, 2013 and 2012 were $1.7 million and $1.1 million, respectively. |
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Stock Options |
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Prior to fiscal 2007, we granted stock option awards to employees and directors as part of our share-based compensation program. Option awards to consultants were insignificant. Options granted to employees and directors generally expire ten years from the grant date. Options granted to employees generally become exercisable over a period of four years based on cliff-vesting terms and continuous employment. Options granted to non-employee directors generally become exercisable over a period of one year based on monthly vesting terms and continuous service. We have not granted any stock options since the beginning of fiscal 2007. We have recognized compensation expense for stock options granted during the requisite service period of the stock option. As of September 30, 2013, we had no unrecognized compensation expense related to stock options granted. |
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Stock Option Activity |
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The following table summarizes information regarding options outstanding and options exercisable at September 30, 2013 and the changes during the six-month period then ended: |
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| | | | | Weighted | | | Weighted | | | | |
| | | | | Average | | | Average | | | Aggregate | |
| | | | | Exercise | | | Remaining | | | Intrinsic | |
| | Number of | | | Price | | | Contractual | | | Value | |
| | Shares | | | Per Share | | | Life (Years) | | | (In thousands) | |
Outstanding at March 31, 2013 | | | 72,000 | | | $ | 20.5 | | | | | | | |
Granted | | | - | | | | - | | | | | | | |
Exercised | | | (3,000 | ) | | | 10.07 | | | | | | | |
Canceled or forfeited | | | - | | | | - | | | | | | | |
Outstanding at September 30, 2013 | | | 69,000 | | | $ | 20.89 | | | | 0.55 | | | $ | 1,483 | |
Vested and expected to vest at September 30, 2013 | | | 69,000 | | | $ | 20.89 | | | | 0.55 | | | $ | 1,483 | |
Exercisable at September 30, 2013 | | | 69,000 | | | $ | 20.89 | | | | 0.55 | | | $ | 1,483 | |
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The aggregate intrinsic value in the table above represents the pre-tax intrinsic value, based on our closing stock price as of September 30, 2013, of the shares that would have been received by the option holders had all option holders exercised their stock options as of that date. Total intrinsic value of stock options exercised during the three months ended September 30, 2013 and 2012 was $10,000 and $537,000, respectively, and during the six months ended September 30, 2013 and 2012 was $91,000 and $1.0 million, respectively. Cash proceeds from stock options exercised during the three months ended September 30, 2013 and 2012 were $9,000 and $184,000, respectively, and during the six months ended September 30, 2013 and 2012 were $26,000 and $261,000, respectively. |
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Restricted Stock Units |
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Since fiscal 2007, we have granted restricted stock unit awards to employees and directors as part of our share-based compensation program. Restricted stock unit awards to consultants have been insignificant. Awards of restricted stock units are issued at no cost to the recipient and may have time-based vesting criteria, or a combination of time-based and performance-based vesting criteria, as described below. From time to time, restricted stock unit awards granted to employees may be subject to accelerated vesting upon achieving certain performance-based milestones. Additionally, the Compensation Committee of our Board of Directors (the “Compensation Committee”) in its discretion, may provide in the event of a change in control for the acceleration of vesting and/or settlement of the restricted stock unit held by a participant upon such conditions and to such extent as determined by the Compensation Committee. Our Board of Directors has adopted an executive change in control severance plan, which it may terminate or amend at any time, that provides that awards granted to executive officers will accelerate fully on a change of control. The vesting of non-employee director and officer awards granted under the Equity Incentive Plan automatically will also accelerate in full upon a change in control. |
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Restricted Stock Unit Awards (Time Vesting) |
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Restricted stock unit awards with only time-based vesting terms, which we refer to as restricted stock unit awards (time vesting), entitle holders to receive shares of common stock at the end of a specified period of time. For restricted stock unit awards (time vesting), vesting is based on continuous employment or service of the holder. Upon vesting, the equivalent number of common shares are typically issued net of tax withholdings. If the service vesting conditions are not met, unvested restricted stock unit awards (time vesting) will be forfeited. Generally, restricted stock unit awards (time vesting) vest according to one of the following time-based vesting schedules: |
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· | Restricted stock unit awards to employees: Four-year time-based vesting as follows: five percent vesting after the first year; additional ten percent after the second year; additional 15 percent after the third year; and the remaining 70 percent after the fourth year of continuous employment with the Company. | | | | | | | | | | | | | | | |
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· | Restricted stock unit awards to non-employee directors: 100 percent vesting after one year of continuous service to the Company. | | | | | | | | | | | | | | | |
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The fair value of restricted stock unit awards (time vesting) used in our expense recognition method is measured based on the number of shares granted and the closing market price of our common stock on the date of grant. Such value is recognized as an expense over the corresponding requisite service period. The share-based compensation expense is reduced for an estimate of the restricted stock unit awards that are expected to be forfeited. The forfeiture estimate is based on historical data and other factors, and compensation expense is adjusted for actual results. As of September 30, 2013, the total unrecognized compensation expense related to restricted stock unit awards (time vesting) granted amounted to $21.3 million, which is expected to be recognized over a weighted average service period of 1.9 years. |
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Restricted Stock Unit Awards (Performance Vesting) |
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We also began granting restricted stock unit awards subject to performance vesting criteria, which we refer to as restricted stock unit awards (performance vesting), to our executive officers starting in fiscal 2013. Restricted stock unit awards (performance vesting) consist of the right to receive shares of common stock, subject to achievement of time-based criteria and certain corporate performance-related goals over a specified period, as established by the Compensation Committee. For restricted stock units subject to performance vesting, we recognize any related share-based compensation expense ratably over the service period based on the most probable outcome of the performance condition. The fair value of our restricted stock unit awards (performance vesting) used in our expense recognition method is measured based on the number of shares granted, the closing market price of our common stock on the date of grant and an estimate of the probability of the achievement of the performance goals. The amount of share-based compensation expense recognized in any one period can vary based on the attainment or expected attainment of the performance goals. If such performance goals are not ultimately met, no compensation expense is recognized and any previously recognized compensation expense is reversed. |
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In April 2012, the Compensation Committee approved the grant of restricted stock unit awards (performance vesting) for 84,000 shares of common stock to our executive officers that contained both time-based and performance-based vesting terms (the “FY2013 Performance RSUs”). The FY2013 Performance RSUs were subject to vesting in four equal annual increments based upon: (1) achievement of certain pre-established corporate annual performance-related goals, as established by the Compensation Committee; and (2) the grantee’s satisfaction of service requirements through the vesting period. The annual financial performance goals were established at the beginning of each performance period and, accordingly, the portion (or “tranche”) of the FY2013 Performance RSU subject to each goal is treated as a separate grant for accounting purposes. The number of vested restricted stock unit awards (performance vesting) is determined at the end of each annual performance period. The fiscal 2013 performance target for the FY2013 Performance RSUs was established at the grant date following ASC 718-10-55-95 and the aggregate estimated grant date fair value of the FY2013 Performance RSUs was $752,000, or $35.62 per share, based on the closing market price of our common stock on the date of grant. Only the target for fiscal 2013 performance for the first tranche was set in April 2012, and accordingly, only 25% of the FY2013 Performance RSUs were deemed granted in fiscal 2013 in accordance with ASC 718-10-55-95. In April 2013, the remaining 75% of the FY2013 Performance RSUs, which consisted of the second, third and fourth tranches, were cancelled as described below. The remaining 75% of the FY2013 Performance RSUs were not deemed granted for accounting purposes because each annual performance target was to be set at the start of each respective single-fiscal year performance period in accordance with ASC 718-10-55-95. We have recognized compensation expense for the FY2013 Performance RSUs during the requisite service period in fiscal 2013. As of September 30, 2013, we had no unrecognized compensation expenses related to FY2013 Performance RSUs. |
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In April 2013, the Compensation Committee approved the grant of restricted stock unit awards (performance vesting) for 129,000 shares of common stock to our executive officers that also contained both time-based and performance-based vesting terms (the “FY2014 Performance RSUs”). The aggregate estimated grant date fair value of the FY2014 Performance RSUs was $5.5 million, or $42.43 per share, based on the closing market price of our common stock on the date of grant. The FY2014 Performance RSUs vest only if both of the following criteria are satisfied: (1) our consolidated income from operations for the fiscal year ending March 31, 2014, as certified by the Compensation Committee, is in excess of the applicable target amount set forth in the table below; and (2) the recipient remains in the Service of the Company (as defined in our Equity Incentive Plan) until the applicable vesting date set forth below: |
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Shares Issuable Upon | Consolidated Income from | | | | | | | | | | | | | | | |
Settlement of | Operations for the | | | | | | | | | | | | | | | |
FY2014 Performance RSUs | Year Ending March 31, 2014 | Vesting Date | | | | | | | | | | | | | | |
25% | > 90% of target | 29-Apr-16 | | | | | | | | | | | | | | |
25% | > 90% of target | 29-Apr-17 | | | | | | | | | | | | | | |
25% | > 100% of target | 29-Apr-16 | | | | | | | | | | | | | | |
25% | > 100% of target | 29-Apr-17 | | | | | | | | | | | | | | |
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On April 29, 2013, 21,000 shares subject to the FY2013 Performance RSUs were issued to our executive officers as a result of achieving performance-related goals for the fiscal year ended March 31, 2013. In consideration of the grant of the FY2014 Performance RSUs described above, the remaining FY2013 Performance RSUs were cancelled and are no longer outstanding. |
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As of September 30, 2013, we reviewed each of the underlying performance targets related to the outstanding FY2014 Performance RSUs and determined that it was not probable that the FY2014 Performance RSUs will vest as to 129,000 shares. Consequently, the compensation expense related to FY2014 Performance RSUs was reversed upon our determination of non-achievement of the performance metrics. We will assess the probability of achievement of the performance targets at the end of each quarter. If it becomes probable that the performance targets will be achieved, a cumulative adjustment will be recorded as if ratable share-based compensation expense had been recorded since the grant date. Additional share-based compensation of $676,000 would have been recorded during the six months ended September 30, 2013 for FY2014 Performance RSUs had the achievement of performance targets been deemed probable. |
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Restricted Stock Unit Activity |
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The following table summarizes restricted stock unit activity for the six months ended September 30, 2013: |
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| | Time-Based Restricted | | | Performance-Based Restricted | |
| | Stock Units | | | Stock Units | |
| | | | | Weighted | | | | | | Weighted | |
| | | | | Average | | | | | | Average | |
| | Number of | | | Grant Date | | | Number of | | | Grant Date | |
| | Shares | | | Fair Value(1) | | | Shares(2) | | | Fair Value(1) | |
Nonvested at March 31, 2013 | | | 980,000 | | | $ | 26.42 | | | | 21,000 | | | $ | 35.62 | |
Granted | | | 161,000 | | | | 41.8 | | | | 129,000 | | | | 42.43 | |
Vested(3) | | | (285,000 | ) | | | 21.54 | | | | (21,000 | ) | | | 35.62 | |
Canceled or forfeited | | | (11,000 | ) | | | 30.65 | | | | - | | | | - | |
Nonvested at September 30, 2013 | | | 845,000 | | | $ | 30.95 | | | | 129,000 | | | $ | 42.43 | |
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-1 | The weighted average grant date fair value of restricted stock units is based on the number of shares and the closing market price of our common stock on the date of grant. | | | | | | | | | | | | | | | |
-2 | Nonvested shares at March 31, 2013 include only the FY2013 Performance RSUs that were deemed granted in accordance with ASC 718-10-55-95. | | | | | | | | | | | | | | | |
-3 | The number of restricted stock units vested includes shares that we withheld on behalf of our employees to satisfy the statutory tax withholding requirements. | | | | | | | | | | | | | | | |
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Total intrinsic value of restricted stock units vested during the three months ended September 30, 2013 and 2012 was $2.4 million and $1.8 million, respectively, and during the six months ended September 30, 2013 and 2012 was $12.9 million and $8.7 million, respectively. The total grant date fair value of restricted stock units vested during the three months ended September 30, 2013 and 2012 was $1.5 million and $1.1 million, respectively, and during the six months ended September 30, 2013 and 2012 was $6.9 million and $5.8 million, respectively. |