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Earnings per Share and Stock-Based Compensation
3 Months Ended
Jan. 31, 2012
Earnings Per Share And Stock Based Compensation [Abstract]  
Earnings per Share and Stock-Based Compensation

3. Earnings per Share and Stock-Based Compensation

The Company reports basic and diluted earnings per share (“EPS”). Basic EPS is based on the weighted average number of shares outstanding during the period, while diluted EPS additionally includes the dilutive effect of the Company’s outstanding stock options, warrants and shares of restricted stock computed using the treasury stock method.

 

The table below sets forth the reconciliation of the denominator of each net loss per share calculation:

 

                 
    Three months ended
January 31,
 
In thousands   2012     2011  

Shares used in computing basic net loss per share

    163,363       161,614  

Dilutive effect of stock options and restricted stock (1)

    —         —    

Dilutive effect of stock warrants (1)

    —         —    
   

 

 

   

 

 

 

Shares used in computing diluted net loss per share

    163,363       161,614  
   

 

 

   

 

 

 

(1) For the three months ended January 31, 2012 and 2011, the shares used in computing diluted net loss per share do not include 3,755,000 and 5,424,000, respectively, of dilutive stock options and shares of restricted stock, nor 12,195,000 and 15,495,000, respectively, of dilutive warrant shares as the effect is anti-dilutive given the Company’s net loss. For the three months ended January 31, 2012 and 2011, additional stock options outstanding of 10,774,000 and 10,803,000, respectively, and additional warrant shares outstanding of 13,459,000 and 10,159,000, respectively, were excluded from the calculation of diluted EPS, as their effect would have been anti-dilutive based on the application of the treasury stock method.

The Company accounts for stock-based compensation under the fair value recognition provisions of ASC 718 “Stock Compensation.” Stock-based compensation expense is included as selling, general and administrative expense for the period.

In June 2011, the Company granted performance based options and performance based restricted stock units to certain key employees and executives. In addition to a required service period, the vesting of the options is contingent upon a combination of the Company’s achievement of specified annual performance targets and specified common stock price thresholds, while the vesting of the restricted stock units is contingent upon a required service period as well as the Company’s achievement of a specified common stock price threshold. The Company believes that the granting of these awards serves to further align the interests of its employees and executives with those of its stockholders. Based on the vesting contingencies in the awards, the Company used a Monte-Carlo simulation in order to determine the grant date fair values of the awards. The assumptions used in the Monte-Carlo simulation for the options and restricted stock units included a risk-free interest rate of 3.0% and 1.7%, respectively, volatility of 67.3% and 82.0%, respectively, and zero dividend yield. The exercise price of the performance based options is $4.65. Additionally, the options were assumed to be voluntarily exercised, or canceled if underwater, at the midpoint of vesting and the contractual term. The weighted average fair value of the options was $3.21 and the weighted average fair value of the restricted stock units was $3.88.

 

Activity related to performance based options and performance based restricted stock units for the three months ended January 31, 2012 is as follows:

 

                 
    Performance
Options
    Performance
Restricted
Stock Units
 

Non-vested, October 31, 2011

    936,000       7,520,000  

Granted

    —         —    

Vested

    —         —    

Canceled

    —         —    
   

 

 

   

 

 

 

Non-vested, January 31, 2012

    936,000       7,520,000  
   

 

 

   

 

 

 

As of January 31, 2012, the Company had approximately $2.4 million and $15.6 million of unrecognized compensation expense, net of estimated forfeitures, related to the performance options and the performance restricted stock units, respectively. This unrecognized compensation expense is expected to be recognized over a weighted average period of approximately 3.6 years and 1.0 year, respectively.

For non-performance based options, the Company uses the Black-Scholes option-pricing model to value compensation expense. Forfeitures are estimated at the date of grant based on historical rates and reduce the compensation expense recognized. The expected term of options granted is derived from historical data on employee exercises. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date of grant. Expected volatility is based on the historical volatility of the Company’s stock. For the three months ended January 31, 2012, there were no options granted. For the three months ended January 31, 2011, options were valued assuming a risk-free interest rate of 2.0%, volatility of 82.4%, zero dividend yield, and an expected life of 5.3 years. The weighted average fair value of options granted was $3.51 for the three months ended January 31, 2011. The Company records stock-based compensation expense using the graded vested method over the vesting period, which is generally three years. As of January 31, 2012, the Company had approximately $4.3 million of unrecognized compensation expense, for non-performance based options, expected to be recognized over a weighted average period of approximately 1.8 years.

Changes in shares under option, excluding performance based options, for the three months ended January 31, 2012 are as follows:

 

                                 
Dollar amounts in thousands, except per share amounts   Shares     Weighted
Average

Price
    Weighted
Average

Life
    Aggregate
Intrinsic
Value
 

Outstanding, October 31, 2011

    13,399,381     $ 4.40                  

Granted

    —         —                    

Exercised

    (101,332     2.17             $ 151  

Canceled

    (653,133     3.58                  
   

 

 

                         

Outstanding, January 31, 2012

    12,644,916     $ 4.46       6.1     $ 13,215  
   

 

 

                         

Options exercisable, January 31, 2012

    6,363,079     $ 5.58       4.6     $ 4,625  
   

 

 

                         

 

Changes in non-vested shares under option, excluding performance based options, for the three months ended January 31, 2012 are as follows:

 

                 
    Shares     Weighted-
Average Grant
Date Fair Value
 

Non-vested, October 31, 2011

    7,356,508     $ 1.81  

Granted

    —         —    

Vested

    (1,042,000     2.35  

Canceled

    (32,671     1.61  
   

 

 

         

Non-vested, January 31, 2012

    6,281,837     $ 1.72  
   

 

 

         

In March 2006, the Company’s stockholders approved the 2006 Restricted Stock Plan and in March 2007, the Company’s stockholders approved an amendment to the 2000 Stock Incentive Plan whereby restricted stock and restricted stock units can be issued from such plan. Stock issued under these plans generally vests from three to five years. In March 2010, the Company’s stockholders approved a grant of 3 million shares of restricted stock to a Company sponsored athlete, Kelly Slater. In accordance with the terms of the related restricted stock agreement, 1,800,000 shares have already vested, with the remaining 1,200,000 shares to vest in two equal, annual installments in April 2012 and 2013. In March 2011 and 2010, the Company’s stockholders approved amendments to the 2000 Stock Incentive Plan that increased the maximum number of total shares and the maximum number of restricted shares issuable under the plan by 10,000,000 shares and 300,000 shares, respectively.

Changes in restricted stock for the three months ended January 31, 2012 are as follows:

 

         
    Shares  

Outstanding, October 31, 2011

    1,911,669  

Granted

    —    

Vested

    (180,000

Forfeited

    —    
   

 

 

 

Outstanding, January 31, 2012

    1,731,669  
   

 

 

 

Compensation expense for restricted stock is determined using the intrinsic value method and forfeitures are estimated at the date of grant based on historical rates and reduce the compensation expense recognized. The Company monitors the probability of meeting the restricted stock performance criteria, if any, and will adjust the amortization period as appropriate. As of January 31, 2012, there had been no acceleration of amortization periods. As of January 31, 2012, the Company had approximately $1.3 million of unrecognized compensation expense expected to be recognized over a weighted average period of approximately 1.0 year.