XML 145 R24.htm IDEA: XBRL DOCUMENT v3.19.3
Stock-Based Compensation
12 Months Ended
Sep. 30, 2019
Share-based Compensation [Abstract]  
Stock-Based Compensation
17. Stock-Based Compensation
On January 17, 2019, our stockholders approved amendments to the Company’s amended and restated 2000 Stock Plan (the “Amended and Restated 2000 Stock Plan”). The Amended and Restated 2000 Stock Plan (i) increases the number of shares issuable from 82,250,000 to 83,500,000 shares; (ii) permits the Company's Board of Directors (the "Board") to make proportional adjustments to outstanding awards affected by a change in the Company's capital structure, and in addition to or in lieu of such adjustments, to permit the Board to pay dividends, dividend equivalents, or similar rights in conjunction to any such changes in the Company's capital structure; and (iii) contains certain updates to reflect changes in the law relating to Section 162(m).
As of September 30, 2019, we had 7.2 million shares available for future grants under the Amended and Restated 2000 Stock Plan. We recognize stock-based compensation expenses over the requisite service periods. Our share-based awards are classified within equity. The amounts included in the consolidated statements of operations related to stock-based compensation are as follows (dollars in thousands): 
 
Year Ended September 30,
 
2019
 
2018
 
2017
Cost of professional services and hosting
$
28,523

 
$
31,094

 
$
28,532

Cost of product and licensing
855

 
814

 
348

Cost of maintenance and support
1,314

 
3,322

 
2,161

Research and development
38,454

 
38,077

 
30,540

Sales and marketing
34,360

 
35,838

 
39,037

General and administrative
37,706

 
33,764

 
42,283

Total
$
141,212

 
$
142,909

 
$
142,901


Stock Options
We have share-based award plans under which employees, officers and directors may be granted stock options to purchase our common stock, generally at the fair market value of the grant date. Our plans do not allow for options to be granted at below fair market value, nor can they be re-priced at any time. Options granted under our plans generally become exercisable over a period of two to four years and have a maximum term of ten years. We have also assumed options and option plans in connection with certain of our acquisitions. These stock options are governed by the plans and agreements that they were originally issued under but are now exercisable for shares of our common stock.
The table below summarizes activities related to stock options for the years ended September 30, 2019, 2018 and 2017:
 
Number of
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value(a)
Outstanding at September 30, 2016
1,965,826

 
$
15.01

 
 
 
 

Granted

 

 
 
 
 

Exercised/Repurchased(b)
(1,932,286
)
 
$
14.98

 
 
 
 

Forfeited

 

 
 
 
 

Expired
(9,733
)
 
$
20.01

 
 
 
 

Outstanding at September 30, 2017
23,807

 
$
15.39

 
 
 
 

Granted

 

 
 
 
 
Exercised
(2,963
)
 
$
2.61

 
 
 
 

Forfeited

 

 
 
 
 

Expired
(1,700
)
 
$
15.99

 
 
 
 

Outstanding at September 30, 2018
19,144

 
$
17.31

 
 
 
 
Granted

 
$

 
 
 
 
Exercised
(3,314
)
 
$
7.22

 
 
 
 
Forfeited

 

 
 
 
 
Expired
(4,528
)
 
$
17.89

 
 
 
 
Outstanding at September 30, 2019
11,302

 
$
20.04

 
2.6 years
 
$
0.1
 million
Exercisable at September 30, 2019
11,302

 
$
20.04

 
2.6 years
 
$
0.1
 million
Exercisable at September 30, 2018
19,144

 
 

 
 
 
 

Exercisable at September 30, 2017
23,798

 
 

 
 
 
 

                   
(a) 
The aggregate intrinsic value represents any excess of the closing price of our common stock of $16.31 on September 30, 2019 over the exercise price of the underlying options.
(b) 
We repurchased 1.0 million shares owned directly or indirectly by our former Chief Executive Officer, including 649,649 outstanding shares and 800,000 vested stock options with a net share equivalent of 350,351 shares, for an aggregate purchase price of $21.4 million.
As of September 30, 2019, there was no unamortized fair value of stock options. A summary of intrinsic value of stock options exercised is as follows:
 
2019
 
2018
 
2017
Total intrinsic value of stock options exercised (in millions)
$
0.1

 
$
0.1

 
$
3.6


Restricted Awards
We are authorized to issue equity incentive awards in the form of Restricted Awards, including Restricted Units and Restricted Stock, which are individually discussed below. Unvested Restricted Awards may not be sold, transferred or assigned. The fair value of the Restricted Awards is measured based upon the market price of the underlying common stock as of the date of grant, reduced by the purchase price of $0.001 per share of the awards. Restricted Awards generally vest over a period of two to four years. We also issued certain Restricted Awards with vesting solely dependent on the achievement of specified performance targets. The fair value of the Restricted Awards is amortized to expense over the awards’ applicable requisite service periods using the straight-line method. In the event that the employees’ employment with us terminates, or in the case of awards with only performance goals, if those goals are not met, any unvested shares are forfeited and revert to us.
In order to satisfy our employees’ withholding tax liability as a result of the vesting of Restricted Awards, we have historically repurchased shares upon the employees’ vesting. In fiscal year 2019, we withheld payroll taxes totaling $42.6 million related to 2.6 million shares of common stock that were repurchased or canceled.
Restricted Units
Restricted Units are not included in issued and outstanding common stock until the shares are vested and released. The table below summarizes activity relating to Restricted Units:
 
Number of Shares
Underlying
Restricted Units —
Performance-Based Awards
 
Number of Shares
Underlying
Restricted Units —
Time-Based
Awards
Outstanding at September 30, 2016
4,224,488

 
5,884,023

Granted
3,224,696

 
8,457,761

Earned/released
(1,790,514
)
 
(7,150,783
)
Forfeited
(614,739
)
 
(713,837
)
Outstanding at September 30, 2017
5,043,931

 
6,477,164

Granted
2,175,537

 
8,876,712

Earned/released
(2,092,862
)
 
(7,156,468
)
Forfeited
(2,087,038
)
 
(1,325,321
)
Outstanding at September 30, 2018
3,039,568

 
6,872,087

Granted
1,342,836

 
9,500,077

Earned/released
(1,405,485
)
 
(6,383,908
)
Modification(a)
(296,759
)
 
296,759

Forfeited
(688,835
)
 
(1,286,071
)
Outstanding at September 30, 2019
1,991,325

 
8,998,944

Weighted average remaining recognition period of outstanding Restricted Units
1.4 years

 
1.9 years

Unrecognized stock-based compensation expense of outstanding Restricted Units
$24.5 million
 
$84.0 million
Aggregate intrinsic value of outstanding Restricted Units(b)
$32.5 million
 
$146.9 million
                       
(a) 296,759 shares of performance-based awards were modified to time-based awards with only service conditions in December 2018.
(b) The aggregate intrinsic value represents any excess of the closing price of our common stock of $16.31 on September 30, 2019 over the exercise price of the underlying Restricted Units.
A summary of the weighted-average grant-date fair value of Restricted Units granted, and the aggregate intrinsic value of Restricted Units vested for each fiscal year is as follows:
 
2019
 
2018
 
2017
Weighted-average grant-date fair value per share
$
16.52

 
$
15.47

 
$
16.31

Total intrinsic value of shares vested (in millions)
$
125.2

 
$
146.5

 
$
146.0

Performance-based Restricted Units outstanding as of September 30, 2019 and issued in fiscal year 2019 include performance goals based on total shareholder return relative to our peers during the performance period. The awards actually earned will be up to two hundred percent of the targeted number of the performance-based stock units. Compensation expense is recorded ratably over the performance period of the award based on the estimated grant date fair value estimated at the grant date using a Monte Carlo simulation model, which included the following assumptions:
 
2019
Dividend yield
0.0
%
Expected volatility
27.3% - 30.9%

Risk-free interest rate
2.2% - 3.0%

Expected term (in years)
1 - 3


Restricted Stock Awards
Restricted stock awards ("Restricted Stock") are included within the issued and outstanding common stock at the date of the grant. The table below summarizes activities related to Restricted Stock:
 
Number of
Shares
Underlying
Restricted Stock
 
Weighted
Average Grant
Date Fair
Value
Outstanding at September 30, 2016

 

Granted
250,000

 
$
15.55

Vested
(250,000
)
 
$
15.55

Outstanding at September 30, 2017

 

Outstanding at September 30, 2018

 

Outstanding at September 30, 2019

 


A summary of the weighted-average grant-date fair value of Restricted Stock granted, and the aggregate intrinsic value of Restricted Stock vested for each fiscal year is as follows:
 
2019
 
2018
 
2017
Weighted-average grant-date fair value per share
$

 
$

 
$
15.55

Total intrinsic value of shares vested (in millions)
$

 
$

 
$
3.9

1995 Employee Stock Purchase Plan
Our 1995 Employee Stock Purchase Plan (the "Plan”), as amended and restated on January 27, 2015, authorizes the issuance of a maximum of 20,000,000 shares of common stock in semi-annual offerings to employees at a price equal to the lower of 85% of the closing price on the applicable offering commencement date or 85% of the closing price on the applicable offering termination date. Stock-based compensation expense for the employee stock purchase plan is recognized for the fair value benefit accorded to participating employees. At September 30, 2019, we have reserved 3.9 million shares for future issuance. A summary of the weighted-average grant-date fair value, shares issued and total stock-based compensation expense recognized related to the Plan are as follows:
 
2019
 
2018
 
2017
Weighted-average grant-date fair value per share
$
3.76

 
$
4.00

 
$
3.84

Total shares issued (in millions)
1.2

 
1.3

 
1.3

Total stock-based compensation expense (in millions)
$
4.5

 
$
5.2

 
$
4.9


The fair value of the purchase rights granted under this plan was estimated on the date of grant using the Black-Scholes option-pricing model that uses the following weighted-average assumptions, which were derived in a manner similar to those discussed above relative to stock options:
 
2019
 
2018
 
2017
Dividend yield
0.0
%
 
0.0
%
 
0.0
%
Expected volatility
27.8
%
 
32.1
%
 
29.3
%
Risk-free interest rate
2.2
%
 
2.0
%
 
0.9
%
Expected term (in years)
0.5

 
0.5

 
0.5