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Stock-Based Compensation
12 Months Ended
Mar. 31, 2020
Share-based Payment Arrangement [Abstract]  
Stock-Based Compensation STOCK-BASED COMPENSATION
The following table summarizes stock-based compensation expense recognized in the consolidated statements of operations: 
 
Fiscal Year Ended March 31,
 
2020
 
2019
 
2018
Cost of revenue
$
16,272

 
$
8,990

 
$
7,771

General and administrative expenses
27,018

 
22,285

 
15,547

Total
$
43,290

 
$
31,275

 
$
23,318

The following table summarizes the total stock-based compensation expense recognized in the consolidated statements of operations by the following types of equity awards:
 
Fiscal Year Ended March 31,
 
2020
 
2019
 
2018
Equity Incentive Plan Options
$
2,741

 
$
2,374

 
$
2,036

Restricted Stock Awards
40,549

 
28,901

 
21,282

Total
$
43,290

 
$
31,275

 
$
23,318


As of March 31, 2020 and 2019, there was $33.5 million and $27.8 million, respectively, of total unrecognized compensation cost related to unvested stock-based compensation agreements. The unrecognized compensation cost as of March 31, 2020 is expected to be fully amortized over the next 5 years. Absent the effect of accelerating stock compensation cost for any departures of employees who may continue to vest in their equity awards, the following tables summarize the unrecognized compensation cost, the weighted average period the cost is expected to be amortized, and the estimated annual compensation cost for the future periods indicated below (excludes any future award): 
 
 
Unrecognized Compensation Cost
 
Weighted Average Remaining Period to be Recognized
 
 
March 31,
2020
 
March 31,
2019
 
March 31,
2020
 
March 31,
2019
Equity Incentive Plan Options
 
$
3,721

 
$
3,501

 
3.57
 
3.61
Restricted Stock Awards
 
29,738

 
24,259

 
1.78
 
1.75
Total
 
$
33,459

 
$
27,760

 
 
 
 

 
 
Total Unrecognized Compensation Cost
 
 
Total
 
2021
 
2022
 
2023
 
2024
 
2025
Equity Incentive Plan Options
 
$
3,721

 
$
1,872

 
$
1,100

 
$
543

 
$
190

 
$
16

Restricted Stock Awards
 
29,738

 
20,428

 
9,104

 
161

 
45

 

Total
 
$
33,459

 
$
22,300

 
$
10,204

 
$
704

 
$
235

 
$
16


Equity Incentive Plan
The Company's Equity Incentive Plan, or EIP, was adopted in connection with the Merger Agreement for employees and directors of Holding. The EIP was amended and restated in 2010 in connection with the Company’s initial public offering, and on May 22, 2014 and January 28, 2020. Awards under the EIP may be made in the form of stock options; stock purchase rights; restricted stock; restricted stock units; performance shares; performance units; stock appreciation rights; deferred share units; dividend equivalents; and other stock-based awards.
Stock Options
Stock options under the EIP are granted at the discretion of the Board of Directors or its Compensation Committee and expire ten years from the grant date. Stock options generally vest in equal installments over a five-year period subject to the grantee’s continued service on each applicable vesting. All options under the EIP are exercisable, upon vesting, for shares of Class A Common Stock of Holding. During fiscal 2020, 270,332 options were granted under the EIP.
The aggregate grant date fair value of the EIP Options issued during fiscal 2020 and 2019, was $3.7 million and $3.5 million, respectively, and is recorded as expense over the vesting period. The total fair value of EIP Options vested during fiscal 2020 and 2019 was $2.4 million and $2.5 million, respectively. The total intrinsic value of EIP options exercised during fiscal 2020 and 2019 was $30.6 million and $47.2 million, respectively. As of March 31, 2020 and 2019, there were 10,097,483 and 10,708,159 options, respectively, available for future grant under the EIP.
Annual Incentive Plans
On October 1, 2010, the Board of Directors adopted an Annual Incentive Plan (or “AIP”) in connection with the initial public offering to more appropriately align the Company’s compensation programs with those of similarly situated companies. The amount of the annual incentive payment is determined based on performance targets established by the Board of Directors and a portion of the bonus may be paid in the form of equity (including stock and other awards under the EIP). Such equity awards vest over a three-year period subject to the employee’s continued service to the Company. The related expense is recognized in the accompanying consolidated statements of operations based on grant date fair value over the vesting period of three years.
During fiscal 2018, the Company implemented a new annual incentive program for officers and key employees. The equity compensation would be issued in the form of restricted stock units of which a portion would vest based on the passage of time, and the other portion would vest based on specified performance conditions to be achieved over a specified time period. A restricted stock unit represents a contingent right to receive one share of Class A Common Stock upon vesting. Service-based restricted stock units vest in equal installments over a three-year period subject to the grantee's continued service on each applicable vesting date and are settled for shares of the Company's common stock. Dividend equivalents are paid in respect of the service-based restricted stock units when dividends are paid on the Company's common stock. Performance-based awards vest at the end of a three-year period subject to certain specified financial performance criteria and the grantee's continued service through the period. These awards are settled for Company Class A Common Stock and dividend equivalents. Compensation expense for performance-based awards during the performance period is estimated at each reporting date using management's expectation of the probable achievement of the specified performance criteria.
During fiscal 2020, the Company implemented a program whereby certain non-officer employees would be eligible to receive a portion of their annual bonus in equity. The equity compensation would be issued in the form of restricted stock units that would vest immediately after issuance. The associated expense will be recognized in the accompanying consolidated statements of operations based on grant date fair value.
Grants of Class A Restricted Common Stock and Restricted Stock Units
During fiscal 2020, the Board of Directors granted an aggregate of 589,818 Restricted Stock Units with service-based and performance-based vesting conditions to existing officers, vice presidents, and other employees and non-employees of the Company, as well as to newly promoted and hired partners and vice presidents. The awards will vest based on the applicable vesting period for the specific award subject to the employees' continued employment with the Company.
The Board of Directors also granted 30,389 shares of Class A Restricted Common Stock to members of the Board of Directors during fiscal 2020. These awards generally vest over one year.
The aggregate fair value of all awards issued during fiscal 2020 was $39.7 million and was based on the grant date stock price, which ranged from $62.12 to $78.55. This amount will be recognized in the accompanying consolidated statements of operations over the applicable vesting period of the awards.
The total fair value of restricted stock shares vested during fiscal 2020 and 2019 was $27.9 million and $21.5 million, respectively.
As permitted under the terms of the EIP, the Compensation Committee, as Administrator of the Plan, authorized the withholding of taxes not to exceed the minimum statutory withholding amount, through the surrender of shares of Class A Common Stock issuable upon the vesting or accelerated vesting of Restricted Stock. As a result of these transactions, the Company repurchased 194,064 shares and recorded them as treasury shares at a total cost of $13.2 million in fiscal 2020.
Methodology
The Company uses the Black-Scholes option-pricing model to determine the estimated fair value for stock-based awards. The fair value of the Company’s stock is based on the closing price on the New York Stock Exchange on the date of grant.
During fiscal 2020, the Company’s Board of Directors authorized and declared four quarterly cash dividends: $0.23 per share in the first and second quarters, $0.27 per share in the third quarter, and $0.31 per share in the fourth quarter. Therefore, an annualized dividend yield between 2.12% and 2.60% was used in the Black-Scholes option-pricing model for all grants issued during the fiscal year. The Company plans to continue paying recurring dividends in the near term and assessing its excess cash resources to determine the best way to utilize its excess cash flow to meet its objectives. One way the Company may utilize excess cash includes the payment of special dividends. The Company does not anticipate or forecast the payment of special dividends and therefore does not include special dividends in the annual dividend yield that the company uses to calculate the fair value of stock options, as the Company does not pay these special dividends on a regular basis.
The risk-free interest rate is determined by reference to the U.S. Treasury yield curve rates with the remaining term equal to the expected life assumed at the date of grant. The average expected life is calculated based on the Company's historical experience with respect to its stock plan activity in combination with an estimate of when vested and unexercised option shares will be exercised. Forfeitures were estimated based on the Company’s historical analysis of officer and vice-president attrition levels and actual forfeiture rates by grant date. Implied volatility is calculated as of each grant date based on our historical volatility. Other than the expected life of the option, volatility is the most sensitive input to our option grants.
The weighted average assumptions used in the Black-Scholes option-pricing model for stock option awards were as follows:
 
 
For The Fiscal Year Ended March 31, 
 
 
2020
 
2019
 
2018
Dividend yield
 
2.17
%
 
2.01
%
 
1.90
%
Expected volatility
 
24.74
%
 
25.83
%
 
33.04
%
Risk-free interest rate
 
2.11
%
 
2.81
%
 
1.81
%
Expected life (in years)
 
5.00

 
5.00

 
5.00

Weighted-average grant date fair value
 
$
12.39

 
$
9.67

 
$
9.35




The following table summarizes unvested restricted stock activity for the periods presented:
 
 
Number of
Shares
 
Weighted
Average Grant Date
Fair Value
 
 
 
 
 
Unvested Restricted Stock Awards
 
 
 
 
Unvested at March 31, 2019
 
932,781

 
38.19

Granted
 
620,207

 
64.00

Vested
 
612,321

 
45.53

Forfeited
 
53,231

 
45.81

Unvested at March 31, 2020
 
887,436

 
50.72



The following table summarizes stock option activity for the periods presented: 
 
 
Number of
Options
 
Weighted
Average
Exercise
Price
 
 
Equity Incentive Plan Options
 
 
 
 
 
 
Options outstanding at March 31, 2019
 
2,091,355

 
$
25.83

 
*
Granted
 
270,332

 
63.80

 
  
Forfeited
 
32,658

 
34.99

 
  
Expired
 

 

 
  
Exercised
 
575,890

 
15.50

 
  
Options outstanding at March 31, 2020
 
1,753,139

 
$
34.91

 
*
* Reflects exercise price adjustment of $6.36 per grant for the $6.50 dividend per share issued on July 30, 2012.
The following table summarizes unvested stock options for the periods presented: 
 
 
Number of
Options
 
Weighted
Average Grant Date
Fair Value
Equity Incentive Plan Options
 
 
 
 
Unvested at March 31, 2019
 
608,613

 
$
9.04

Granted
 
270,332

 
12.39

Vested
 
265,970

 
9.14

Forfeited
 
32,658

 
8.85

Unvested at March 31, 2020
 
580,317

 
$
10.56


The following table summarizes stock options outstanding at March 31, 2020: 
Range of exercise prices (1)
 
Stock
Options
Outstanding
 
Weighted
Average
Exercise Price
 
 
Weighted
Average
Remaining
Contractual Life
 
Intrinsic Value
 
Stock
Options
Exercisable
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining
Contractual Life
Intrinsic Value
 
 
 
 
 
 
 
(In years)
 
 
 
 
 
 
 
(In years)
 
Equity Incentive Plan
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$9.71 - $78.55
 
1,753,139
 
$34.91
 
(1)
6.06
 
$
59,128

 
1,172,822
 
$27.65
 
4.91
$48,073
(1) Reflects exercise price adjustment of $6.36 per grant for the $6.50 dividend per share issued July 30, 2012.

Employee Stock Purchase Plan
The Company offers a tax qualified Employee Stock Purchase Plan, or ESPP, which is designed to enable eligible employees to periodically purchase shares of the Class A Common Stock up to an aggregate of 10 million shares at a five percent discount from the fair market value of the Class A Common Stock. The ESPP provides for quarterly offering periods. For the year ended March 31, 2020, 227,810 shares of Class A Common Stock were purchased by employees under the ESPP. Since the program's inception, 2,659,803 shares have been purchased by employees.