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Share-Based Awards
12 Months Ended
Mar. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Awards

13. Share-Based Awards

Employee Stock Option and Incentive Plans

In October 2005, our shareholders approved a stock option and incentive plan (the “2005 Plan”) under which 4,800,000 shares of common stock were reserved for the issuance of awards, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares, performance units (including performance options) and other share-based awards. The 2005 Plan provides that our employees and directors may, at the discretion of the Board or a duly designated compensation committee, be granted certain share-based awards. In the case of option awards granted under the 2005 Plan, the exercise price of each option is determined based on the date of grant and expire no later than 10 years from the date of grant. Awards granted pursuant to the 2005 Plan are subject to the vesting schedule or performance metrics set forth in the agreements pursuant to which they are granted. Upon a change of control of our Company, as such term is defined in the 2005 Plan, awards under the 2005 Plan will fully vest under certain circumstances. The 2005 Plan expired on May 25, 2015. As of March 31, 2019, there were 349,320 outstanding options under the 2005 Plan.

In August 2015, our shareholders approved a stock option and incentive plan (the “2015 Plan”) under which 11,500,000 shares of common stock were reserved for the issuance of awards, including incentive stock options and non-qualified stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards, performance stock awards and other share-based awards. In August 2017, our shareholders approved an amendment to the 2015 Plan, (the “Amended 2015 Plan”), to, among other items, increase the number of shares of common stock reserved for issuance thereunder by 6,000,000. The Amended 2015 Plan provides that our employees and directors may, at the discretion of the Board or a duly designated compensation committee, be granted certain share-based awards. In the case of option awards granted under the Amended 2015 Plan, the exercise price of each option is determined based on the date of grant and expire no later than 10 years from the date of grant. Awards granted pursuant to the Amended 2015 Plan are subject to the vesting schedule or performance metrics set forth in the agreements pursuant to which they are granted. Upon a change of control of our Company, as such term is defined in the Amended 2015 Plan, awards under the Amended 2015 Plan will fully vest under certain circumstances. As of March 31, 2019, there were 2,817,205 outstanding options, 1,715,958 outstanding shares of restricted stock awards, 46,374 outstanding shares of performance stock awards, and 6,110,719 shares available for future grant under the Amended 2015 Plan.

The following table summarizes the stock option transactions during the years ended March 31, 2019, 2018, and 2017:

 

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Remaining

 

 

Intrinsic

 

Employee Stock Options Summary

 

Number of

 

 

Price

 

 

Contractual

 

 

Value

 

 

 

Shares

 

 

per Share

 

 

Life (years)

 

 

(in thousands)

 

Outstanding, March 31, 2016

 

 

2,447,286

 

 

$

19.55

 

 

 

6.3

 

 

$

574

 

Granted

 

 

1,146,500

 

 

 

11.30

 

 

 

7.2

 

 

 

 

 

Forfeited/Canceled

 

 

(708,371

)

 

 

16.86

 

 

 

3.4

 

 

 

 

 

Outstanding, March 31, 2017

 

 

2,885,415

 

 

 

15.41

 

 

 

6.2

 

 

$

3,150

 

Granted

 

 

1,479,000

 

 

 

14.56

 

 

 

7.5

 

 

 

 

 

Exercised

 

 

(216,405

)

 

 

16.62

 

 

 

5.8

 

 

$

119

 

Forfeited/Canceled

 

 

(477,840

)

 

 

18.90

 

 

 

3.1

 

 

 

 

 

Outstanding, March 31, 2018

 

 

3,670,170

 

 

 

15.51

 

 

 

6.2

 

 

$

766

 

Granted

 

 

326,130

 

 

 

16.40

 

 

 

6.8

 

 

 

 

 

Exercised

 

 

(375,645

)

 

 

15.49

 

 

 

4.7

 

 

$

1,589

 

Forfeited/Canceled

 

 

(451,730

)

 

 

18.00

 

 

 

4.9

 

 

 

 

 

Expired

 

 

(2,400

)

 

 

28.15

 

 

 

 

 

 

 

 

 

Outstanding, March 31, 2019

 

 

3,166,525

 

 

$

15.36

 

 

 

5.5

 

 

$

7,040

 

Vested and expected to vest, March 31, 2019

 

 

2,856,491

 

 

$

15.43

 

 

 

5.5

 

 

$

6,352

 

Exercisable, March 31, 2019

 

 

1,320,670

 

 

$

16.22

 

 

 

4.7

 

 

$

2,942

 

 

Share-based compensation expense related to stock options was $3,936, $2,953, and $3,496 for the years ended March 31, 2019, 2018, and 2017, respectively.

 

We utilize the Black-Scholes valuation model for estimating the fair value of share-based compensation with the following assumptions:

 

 

 

Year Ended

 

 

Year Ended

 

 

Year Ended

 

 

 

March 31, 2019

 

 

March 31, 2018

 

 

March 31, 2017

 

Expected term

 

6.1 - 6.3 years

 

 

5.6 - 6.1 years

 

 

6.0 - 6.6 years

 

Expected volatility

 

34.6% - 36.8%

 

 

37.0% - 37.7%

 

 

36.9% - 37.4%

 

Expected dividends

 

0.0%

 

 

0.0%

 

 

0.0%

 

Risk-free rate

 

2.8% - 3.1%

 

 

1.9% - 2.2%

 

 

1.2% - 2.1%

 

 

During the years ended March 31, 2019, 2018, and 2017, a total of 326,130, 1,479,000, and 1,146,500 options, respectively, to purchase shares of common stock were granted under the Amended 2015 Plan at an exercise price equal to the market price of our common stock on the date of grant, as summarized below:

 

Option Grant Date

 

Number of

Shares

 

 

Exercise

Price

 

 

Vesting

Terms (1)

 

Expiration

January 31, 2017

 

 

90,000

 

 

$

15.01

 

 

Four years

 

January 31, 2025

November 1, 2016

 

 

50,000

 

 

$

12.71

 

 

Four years

 

November 1, 2024

July 11, 2016

 

 

150,000

 

 

$

12.60

 

 

Four years

 

July 11, 2024

May 31, 2016

 

 

100,000

 

 

$

12.71

 

 

Five years

 

May 31, 2024

May 25, 2016

 

 

216,500

 

 

$

12.78

 

 

Four years

 

May 25, 2024

May 24, 2016

 

 

540,000

 

 

$

12.93

 

 

Four years

 

May 24, 2024

Fiscal year 2017 grants

 

 

1,146,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 13, 2017

 

 

249,000

 

 

$

16.37

 

 

Four Years

 

June 13, 2025

May 24, 2017

 

 

60,000

 

 

$

14.57

 

 

Four Years

 

May 24, 2025

August 4, 2017

 

 

25,000

 

 

$

16.13

 

 

Four Years

 

August 4, 2025

October 31, 2017

 

 

915,000

 

 

$

14.07

 

 

Four Years

 

October 31, 2025

December 4, 2017

 

 

230,000

 

 

$

14.38

 

 

Four Years

 

December 4, 2025

Fiscal year 2018 grants

 

 

1,479,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

May 30, 2018

 

 

241,130

 

 

$

16.83

 

 

Four Years

 

June 1, 2026

August 3, 2018

 

 

60,000

 

 

$

21.27

 

 

Four Years

 

August 3, 2026

November 2, 2018

 

 

25,000

 

 

$

15.09

 

 

Four Years

 

November 2, 2026

Fiscal year 2019 grants

 

 

326,130

 

 

 

 

 

 

 

 

 

 

(1)

Unless otherwise indicated, options vest in equal annual installments on each grant anniversary date commencing one year following the date of grant   

The weighted-average grant date fair value of stock options granted during the years ended March 31, 2019, 2018, and 2017 was $7.18, $5.59, and $5.00 per share, respectively.  

Non-vested stock option award activity during the years ended March 31, 2019, 2018, and 2017 is summarized as follows:

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant-Date

 

Non-Vested Stock Option Award Summary

 

Number of

 

 

Fair Value

 

 

 

Shares

 

 

per Share

 

Outstanding, March 31, 2016

 

 

1,859,750

 

 

$

4.67

 

Granted

 

 

1,146,500

 

 

 

5.00

 

Vested

 

 

(540,595

)

 

 

3.87

 

Forfeited/Canceled

 

 

(392,360

)

 

 

4.50

 

Outstanding, March 31, 2017

 

 

2,073,295

 

 

$

5.09

 

Granted

 

 

1,479,000

 

 

 

5.59

 

Vested

 

 

(621,440

)

 

 

4.92

 

Forfeited/Canceled

 

 

(273,850

)

 

 

4.57

 

Outstanding, March 31, 2018

 

 

2,657,005

 

 

$

5.18

 

Granted

 

 

326,130

 

 

 

7.18

 

Vested

 

 

(778,900

)

 

 

5.12

 

Forfeited/Canceled

 

 

(358,380

)

 

 

5.36

 

Outstanding, March 31, 2019

 

 

1,845,855

 

 

$

5.52

 

 

As of March 31, 2019, $8,074 of total unrecognized compensation costs related to stock options is expected to be recognized over a weighted-average period of 2.3 years. This amount does not include the cost of new options that may be granted in future periods or any changes in our forfeiture percentage. The total fair value of options vested during the years ended March 31, 2019, 2018, and 2017 was $3,985, $3,059, and $2,090, respectively.

Restricted stock awards activity during the years ended March 31, 2019, 2018, and 2017 is summarized as follows:

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Grant-Date

 

Restricted Stock

 

Number of

 

 

Fair Value

 

 

 

Shares

 

 

per Share

 

Outstanding, March 31, 2016

 

 

191,247

 

 

$

14.44

 

Granted

 

 

909,456

 

 

 

12.93

 

Vested

 

 

(92,543

)

 

 

15.25

 

Canceled

 

 

(105,212

)

 

 

13.00

 

Outstanding, March 31, 2017

 

 

902,948

 

 

$

12.92

 

Granted

 

 

1,424,441

 

 

 

15.00

 

Vested

 

 

(386,226

)

 

 

14.26

 

Canceled

 

 

(120,253

)

 

 

14.29

 

Outstanding, March 31, 2018

 

 

1,820,910

 

 

$

14.52

 

Granted

 

 

885,845

 

 

 

18.14

 

Vested

 

 

(642,695

)

 

 

14.63

 

Canceled

 

 

(348,102

)

 

 

14.79

 

Outstanding, March 31, 2019

 

 

1,715,958

 

 

$

16.29

 

 

Share-based compensation expense related to restricted stock awards was $10,875, $8,536, and $3,691 for the years ended March 31, 2019, 2018, and 2017, respectively.

The weighted-average grant date fair value for the restricted stock awards was estimated using the market price of the common stock on the date of grant. The fair value of the restricted stock awards is amortized on a straight-line basis over the vesting period, which is between one and four years.

As of March 31, 2019, $19,962 of total unrecognized compensation costs related to restricted stock awards is expected to be recognized over a weighted-average period of 1.8 years. This amount does not include the cost of new restricted stock awards that may be granted in future periods.

On December 29, 2016, the Compensation Committee of the Board granted 123,082 performance stock awards to certain executive officers, of which 46,374 shares are currently outstanding. The performance stock awards vest in four equal increments on each of the first four anniversaries of the grant date, subject in each case to the executive officer’s continued service and achievement of certain performance goals, including strong stock price performance. Share-based compensation expense related to the performance stock awards was $276 for the fiscal year ended March 31, 2019. As of March 31, 2019, $425 of total unrecognized compensation costs related to performance stock awards is expected to be recognized over a weighted-average period of 1.8 years. This amount does not include the cost of new performance stock awards that may be granted in future periods.

On October 23, 2018, the Compensation Committee of the Board approved 248,140 performance stock unit awards to be granted to certain executives and non-executive members of the executive leadership team, which vest only in the event certain performance goals are achieved and with continuous service through the date the goals are certified. Approximately 34% of the performance stock units are tied to our cumulative 3-year total shareholder return, 33% are tied to our fiscal year 2021 revenue, and 33% are tied to our fiscal year 2021 adjusted earnings per share goals, each as specifically defined in the equity award agreements. The number of shares to be issued may vary between 50% and 200% of the number of performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved. Share-based compensation expense related to the performance stock unit awards was $534 for the year ended March 31, 2019.

 

Employee Share Purchase Plan

On August 11, 2014, our shareholders approved an Employee Share Purchase Plan (the “Purchase Plan”) under which 4,000,000 shares of common stock were reserved for future grant. The Purchase Plan allows eligible employees to purchase shares through payroll deductions of up to 15% of total base salary at a price equal to 90% of the lower of the fair market values of the shares as of the beginning or the end of the corresponding offering period. Any shares purchased under the Purchase Plan are subject to a six-month holding period. Employees are limited to purchasing no more than 1,500 shares on any single purchase date and no more than $25,000 in total fair market value of shares during any one calendar year. As of March 31, 2019, we have issued 464,608 shares under the Purchase Plan and 3,535,392 shares are available for future issuance.

Share-based compensation expense recorded for the employee share purchase plan was $481, $362, and $359 for the years ended March 31, 2019, 2018, and 2017, respectively.