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STOCKHOLDERS' EQUITY
12 Months Ended
Feb. 28, 2019
Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE 13 – STOCKHOLDERS' EQUITY

Stock Repurchase

We repurchased our common stock under share repurchase programs approved by our Board of Directors. The following table contains information with respect to these repurchases:

 

Fiscal Year

 

Total Number of Shares Purchased

 

 

Average Price Paid per Share

 

 

Total Purchased

 

 

Dollar Value that may be Purchased Under the Plans

 

Fiscal 2017

 

 

1,760,563

 

 

$

14.20

 

 

$

25,000,000

 

 

$

-

 

Fiscal 2018

 

 

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Fiscal 2019

 

 

2,496,422

 

 

$

19.63

 

 

$

49,000,000

 

 

$

10,000,000

 

     

 

Employee Stock Purchase Plan

 

On June 7, 2018, our Board of Directors adopted the CalAmp Corp. 2018 Employee Stock Purchase Plan (the “ESPP”), which was approved by our stockholders on July 25, 2018. The ESPP provides for the issuance of 1,750,000 shares of our common stock. The first enrollment under the ESPP Plan commenced in February 2019. Stock-based compensation expense related to the ESPP Plan for the year ended February 28, 2019 was de minimis.

Stock-Based Compensation

Our Board of Directors adopted the 2004 Incentive Stock Plan (the Plan) effective July 30, 2004, which provides for the granting of qualified and nonqualified stock options, restricted stock, performance stock units (PSUs), restricted stock units (RSUs), phantom stock and bonus stock to employees and directors. The primary purpose of the Plan is to enhance our ability to attract, motivate, and retain the services of qualified employees, officers and directors. Any stock options under the Plan will have a term of not more than 10 years and the vesting of the awards will be at the discretion of the Compensation Committee of the Board of Directors but is not expected to exceed four years. We treat equity awards with multiple vesting tranches as a single award for expense attribution purposes and recognize compensation expense on a straight-line basis over the requisite service period of the entire award. As of February 28, 2019, there were 1,705,685 award units in the 2004 Plan that were available for grant.

The following table summarizes our stock option activity (number of options and aggregate intrinsic value in thousands):

 

 

 

Number of

Options

 

 

Weighted Average Exercise Price

 

 

Weighted average remaining contractual life (years)

 

 

Aggregate intrinsic value

 

Outstanding at February 28, 2016

 

 

860

 

 

 

6.96

 

 

 

4.7

 

 

 

 

 

Granted

 

 

227

 

 

 

14.49

 

 

 

 

 

 

 

 

 

Exercised

 

 

(125

)

 

 

7.67

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(7

)

 

 

15.70

 

 

 

 

 

 

 

 

 

Outstanding at February 28, 2017

 

 

955

 

 

$

8.60

 

 

 

5.5

 

 

 

 

 

Granted

 

 

165

 

 

 

19.31

 

 

 

 

 

 

 

 

 

Exercised

 

 

(140

)

 

 

2.36

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Outstanding at February 28, 2018

 

 

980

 

 

$

11.29

 

 

 

5.9

 

 

 

 

 

Granted

 

 

140

 

 

 

23.08

 

 

 

 

 

 

 

 

 

Exercised

 

 

(66

)

 

 

1.87

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Outstanding at February 28, 2019

 

 

1,054

 

 

$

13.44

 

 

 

5.8

 

 

$

3,360

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable at February 28, 2017

 

 

624

 

 

$

5.03

 

 

 

5.5

 

 

$

7,046

 

Exercisable at February 28, 2018

 

 

590

 

 

$

7.54

 

 

 

4.1

 

 

$

9,349

 

Exercisable at February 28, 2019

 

 

698

 

 

$

10.22

 

 

 

4.4

 

 

$

3,360

 

 

 

 

Year ended February 28,

 

 

 

2019

 

 

2018

 

 

2017

 

Weighted average grant date fair value of stock

   options granted during the year

 

$

11.94

 

 

$

10.20

 

 

$

6.69

 

 

We use the Black-Scholes-Merton option pricing model for valuation of stock option awards. Calculating the fair value of stock option awards requires the input of highly complex and subjective assumptions. Other reasonable assumptions could provide differing results. The fair value of stock options at the grant date was determined using the following assumptions:

 

 

 

Year Ended February 28,

 

Black-Scholes Valuation Assumptions

 

2019

 

2018

 

 

2017

 

Expected life (years)

 

2 - 6

 

6

 

 

6

 

Expected volatility

 

36% - 43%

 

46%

 

 

48%

 

Risk-free interest rates

 

2.5% - 2.9%

 

2.0%

 

 

1.3%

 

Expected dividend yield

 

0%

 

0%

 

 

0%

 

 

For the years ended February 28, 2019, 2018 and 2017, the expected life of options was determined using historical experience of our stock option grants and forfeiture activities. The expected volatility is based on the historical volatility of our stock price. The risk-free interest rate is based on the implied yield currently available on U.S. Treasuries with terms which approximate the expected life of the stock options.

Changes in our outstanding restricted stock shares, PSUs and RSUs at February 28, 2019, 2018 and 2017 were as follows (shares in thousands):

 

 

 

Number of Restricted Shares, PSUs and RSUs

 

 

Weighted Average Grant Date Fair Value

 

 

Shares Retained to Cover Statutory Minimum Withholding Taxes

 

Outstanding at February 28, 2016

 

 

953

 

 

 

16.66

 

 

 

 

 

Granted

 

 

766

 

 

 

14.63

 

 

 

 

 

Vested

 

 

(382

)

 

 

15.18

 

 

 

122

 

Forfeited

 

 

(98

)

 

 

15.64

 

 

 

 

 

Outstanding at February 28, 2017

 

 

1,239

 

 

$

15.94

 

 

 

 

 

Granted

 

 

770

 

 

 

19.55

 

 

 

 

 

Vested

 

 

(399

)

 

 

15.92

 

 

 

133

 

Forfeited

 

 

(176

)

 

 

17.34

 

 

 

 

 

Outstanding at February 28, 2018

 

 

1,434

 

 

$

17.72

 

 

 

 

 

Granted

 

 

787

 

 

 

22.05

 

 

 

 

 

Vested

 

 

(478

)

 

 

17.32

 

 

 

162

 

Forfeited

 

 

(236

)

 

 

19.59

 

 

 

 

 

Outstanding at February 28, 2019

 

 

1,507

 

 

$

19.77

 

 

 

 

 

 

Stock-based compensation expense is included in the following captions of the consolidated statements of comprehensive income (loss) (in thousands):

 

 

 

Year Ended February 28,

 

 

 

2019

 

 

2018

 

 

2017

 

Cost of revenues

 

$

723

 

 

$

653

 

 

$

374

 

Research and development

 

 

2,061

 

 

 

1,471

 

 

 

1,033

 

Selling and marketing

 

 

2,863

 

 

 

2,314

 

 

 

1,655

 

General and administrative

 

 

5,382

 

 

 

4,860

 

 

 

4,771

 

 

 

$

11,029

 

 

$

9,298

 

 

$

7,833

 

 

As of February 28, 2019, there was $25.5 million of unrecognized stock-based compensation cost related to non-vested equity awards, which is expected to be recognized over a weighted-average remaining vesting period of 2.8 years.

Tax Benefits from Exercise of Stock Options and Vesting of Restricted Stock and RSU Awards

 

The aggregate fair value of stock options exercised and vested restricted stock and RSU awards as of the exercise date or vesting date was $8.6 million, $6.9 million and $6.3 million for fiscal years ended February 28, 2019, 2018 and 2017, respectively. In connection with these equity awards, the excess stock compensation tax deductions were $2.9 million, $2.6 and $0 million for fiscal years ended February 28, 2019, 2018 and 2017, respectively.