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Stockholders' Equity
6 Months Ended
Dec. 31, 2017
Stockholders' Equity  
Stockholders' Equity

 

7. Stockholders’ Equity

 

Stock-based Compensation

 

On December 11, 2017, our stockholders approved our Amended and Restated 2012 Incentive Award Plan (the “2012 Plan”), which, among other things, increased the maximum number of shares of Common Stock which may be issued under such plan by 1.6 million shares.  As of December 31, 2017, we maintained the following share based employee compensation plans: the 2012 Plan and the Amended and Restated 2006 Equity Participation Plan (“2006 Plan”). No further grants may be made under the 2006 Plan. In addition, pursuant to the acquisition of AS&E, we assumed two share based employee compensation plans: the AS&E 2005 Equity and Incentive Plan (“2005 AS&E Plan”) and the AS&E 2014 Equity and Incentive Plan (“2014 AS&E Plan”). No new RSU grants will be made under the 2005 AS&E Plan or the 2014 AS&E Plan. The 2012 Plan, the 2006 Plan, the 2005 AS&E Plan and the 2014 AS&E Plan are collectively referred to as the “OSI Plans”.

 

We recorded stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands):

 

 

 

Three Months Ended
December 31,

 

Six Months Ended
December 31,

 

 

 

2016

 

2017

 

2016

 

2017

 

Cost of goods sold

 

$

404

 

$

247

 

$

699

 

$

487

 

Selling, general and administrative

 

5,222

 

5,849

 

10,282

 

10,960

 

Research and development

 

121

 

157

 

176

 

293

 

Restructuring

 

2,482

 

 

2,902

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense before taxes

 

$

8,229

 

$

6,253

 

$

14,059

 

$

11,740

 

Less: related income tax benefit

 

(3,206

)

(1,935

)

(5,450

)

(3,627

)

 

 

 

 

 

 

 

 

 

 

Stock-based compensation expense, net of estimated taxes

 

$

5,023

 

$

4,318

 

$

8,609

 

$

8,113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2017, total unrecognized compensation cost related to share based compensation grants were estimated at $0.8 million for stock options and $25.9 million for RSUs under the OSI Plans. We expect to recognize these costs over a weighted average period of 2.2 years with respect to the stock options and 1.9 years for grants of RSUs.

 

The following summarizes stock option activity during the six months ended December 31, 2017:

 

 

 

Number of
Options

 

Weighted Average
Exercise Price

 

Weighted- Average
Remaining Contractual Term

 

Aggregate
Intrinsic Value
(in thousands)

 

Outstanding at June 30, 2017

 

780,671

 

$

30.00

 

 

 

 

 

Granted

 

25,379

 

$

85.83

 

 

 

 

 

Exercised

 

(81,755

)

$

22.84

 

 

 

 

 

Expired or forfeited

 

(1,904

)

$

63.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2017

 

722,391

 

$

32.68

 

3.3 years

 

$

23,985

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at December 31, 2017

 

674,129

 

$

29.30

 

2.9 years

 

$

23,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following summarizes RSU award activity during the six months ended December 31, 2017:

 

 

 

Shares

 

Weighted-
Average
Fair Value

 

Nonvested at June 30, 2017

 

611,687

 

$

65.85

 

Granted

 

348,187

 

74.14

 

Vested

 

(400,338

)

65.26

 

Forfeited

 

(10,596

)

68.20

 

 

 

 

 

 

 

Nonvested at December 31, 2017

 

548,940

 

$

71.50

 

 

 

 

 

 

 

 

 

As of December 31, 2017, there were approximately 2.3 million shares available for grant under the 2012 Plan.  Under the terms of the 2012 Plan, RSUs and restricted stock granted from the pool of shares available for grant reduce the pool by 1.87 shares for each award granted. RSUs and restricted stock forfeited and returned to the pool of shares available for grant increase the pool by 1.87 shares for each award forfeited.

 

We granted 155,488 and 117,346 performance-based RSUs during the six months ended December 31, 2016 and 2017, respectively. These performance-based RSUs are contingent on the achievement of certain performance metrics. The payout can range from zero to 250% of the original number of shares or units awarded.

 

Share Repurchase Program

 

In April 2016, the Board of Directors authorized a stock repurchase program of up to 1.0 million shares.  During the six months ended December 31, 2017, no shares were repurchased under the program, which leaves available 872,481 shares under the program. This program does not expire unless our Board of Directors acts to terminate the program. Upon repurchase, the shares are restored to the status of authorized but unissued, and we record them as a reduction in the number of shares of Common Stock issued and outstanding in the consolidated financial statements.