Equity, Long-Term Incentive Compensation Plans and Non-controlling Interest (Tables)
|
9 Months Ended |
Mar. 31, 2019 |
|---|
| Disclosure of Compensation Related Costs, Share-based Payments [Abstract] |
|
| Schedule of Combined Activity Under Equity Incentive Plans |
The following table summarizes the combined activity under our equity incentive plans:
|
|
|
|
(In thousands) |
Available
For Grant(1) (5)
|
Balance as of June 30, 2018 |
3,680 |
|
Plan shares increased |
12,000 |
|
Restricted stock units granted (2)(3)
|
(2,209 |
) |
Restricted stock units granted adjustment (4)
|
5 |
|
Restricted stock units canceled |
20 |
|
Plan shares expired (1998 Director Plan) |
(1,660 |
) |
Balance as of March 31, 2019 |
11,836 |
|
__________________
|
|
(1) |
The number of RSUs reflects the application of the award multiplier (1.8x or 2.0x depending on the grant date of the applicable award).
|
|
|
(2) |
Includes RSUs granted to senior management during the nine months ended March 31, 2019 with performance-based vesting criteria (in addition to service-based vesting criteria for any of such RSUs that are deemed to have been earned) (“performance-based RSUs”). As of March 31, 2019, it had not yet been determined the extent to which (if at all) the performance-based vesting criteria had been satisfied. Therefore, this line item includes all such performance-based RSUs granted during the nine months ended March 31, 2019, reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied (0.7 million shares for the nine months ended March 31, 2019 reflects the application of the multiplier described above).
|
|
|
(3) |
Includes RSUs granted to executive management during the three months ended March 31, 2019 with both a market condition and a service condition (“market-based RSUs”). Under the award agreements, the vesting of the market-based RSUs is contingent on achieving total stockholder return (including stock price appreciation and cash dividends) objectives on a per share basis of equal to or greater than 150%, 175% and 200% multiplied by the measurement price of $116.39 during the five-year period ending March 20, 2024. The awards are split into three tranches and, to the extent that total stockholder return targets have been met, one-third of the maximum number of shares available under these awards will vest on each of the third, fourth, and fifth anniversaries of the grant date. This line item includes all such market-based RSUs granted during the three months ended March 31, 2019 reported at the maximum possible number of shares that may ultimately be issuable if all applicable market-based criteria are met at their maximum levels and all applicable service-based criteria are fully satisfied (0.5 million shares for the nine months ended March 31, 2019 reflects the application of the multiplier described above).
|
|
|
(4) |
Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during the nine months ended March 31, 2019.
|
|
|
(5) |
No additional stock options, RSUs or other awards will be granted under the Assumed Equity Plans. |
|
| Schedule of Stock-based Compensation Expense |
The following table shows stock-based compensation expense for the indicated periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
March 31, |
|
Nine months ended
March 31, |
(In thousands) |
2019 (1)
|
|
2018 |
|
2019 |
|
2018 |
Stock-based compensation expense by: |
|
|
|
|
|
|
|
Costs of revenues |
$ |
3,105 |
|
|
$ |
2,386 |
|
|
$ |
6,759 |
|
|
$ |
5,458 |
|
Research and development |
4,986 |
|
|
3,185 |
|
|
9,988 |
|
|
7,631 |
|
Selling, general and administrative |
26,102 |
|
|
10,639 |
|
|
49,279 |
|
|
30,891 |
|
Total stock-based compensation expense |
$ |
34,193 |
|
|
$ |
16,210 |
|
|
$ |
66,026 |
|
|
$ |
43,980 |
|
__________________
|
|
(1) |
Includes $10.9 million of stock-based compensation expense acceleration for certain equity awards for Orbotech employees.
|
|
| Schedule of Stock-based Compensation Capitalized as Inventory |
The following table shows stock-based compensation capitalized as inventory as of the dates indicated below:
|
|
|
|
|
|
|
|
|
(In thousands) |
As of
March 31, 2019 |
|
As of
June 30, 2018 |
Inventory |
$ |
4,943 |
|
|
$ |
4,580 |
|
|
| Schedule of Restricted Stock Activity |
The following table shows the activity and weighted-average grant date fair value for RSUs during the nine months ended March 31, 2019:
|
|
|
|
|
|
|
|
|
Shares(1)
(In thousands)
|
|
Weighted-Average
Grant Date
Fair Value
|
Outstanding restricted stock units as of June 30, 2018(2)
|
2,014 |
|
|
$ |
76.50 |
|
Granted(2)
|
1,104 |
|
|
$ |
103.59 |
|
Granted adjustments(3)
|
(2 |
) |
|
$ |
50.88 |
|
Assumed upon Orbotech Acquisition(4)
|
519 |
|
|
$ |
104.49 |
|
Vested and released |
(409 |
) |
|
$ |
68.73 |
|
Withheld for taxes |
(285 |
) |
|
$ |
68.73 |
|
Forfeited |
(10 |
) |
|
$ |
81.55 |
|
Outstanding restricted stock units as of March 31, 2019(2)
|
2,931 |
|
|
$ |
93.46 |
|
__________________
|
|
(1) |
Share numbers reflect actual shares subject to awarded RSUs. Under the terms of the 2004 Plan, the number of shares subject to each award reflected in this number is multiplied by either 1.8x or 2.0x (depending on the grant date of the award) to calculate the impact of the award on the share reserve under the 2004 Plan.
|
|
|
(2) |
Includes performance-based and market-based RSUs. As of March 31, 2019, it had not yet been determined the extent to which (if at all) the performance-based or market-based vesting criteria had been satisfied. Therefore, this line item includes all such RSUs reported at the maximum possible number of shares (42 thousand shares for the fiscal year ended June 30, 2017, 0.2 million shares for the fiscal year ended June 30, 2018 and 0.6 million shares for the nine months ended March 31, 2019) that may ultimately be issuable if all applicable performance-based and market-based criteria are achieved at their maximum and all applicable service-based criteria are fully satisfied.
|
|
|
(3) |
Represents the portion of RSUs granted with performance-based vesting criteria and reported at the actual number of shares issued upon achievement of the performance vesting criteria during nine months ended March 31, 2019.
|
|
|
(4) |
Represents Assumed RSUs under the Assumed Equity Plans. Since the Assumed RSUs do not have “dividend equivalent” rights, the fair value was calculated using the closing price of our common stock on the Acquisition Date, adjusted to exclude the present value of dividends. |
|
| Schedule of Grant Date Fair Value, Weighted Average Grant Date Fair Value, and Tax Benefits for Restricted Stock Units |
The following table shows the weighted-average grant date fair value per unit for the RSUs granted, vested, and tax benefits realized by us in connection with vested and released RSUs for the indicated periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
March 31, |
|
Nine months ended
March 31, |
(In thousands, except for weighted-average grant date fair value) |
2019 |
|
2018 |
|
2019 |
|
2018 |
Weighted-average grant date fair value per unit |
$ |
97.60 |
|
|
$ |
109.80 |
|
|
$ |
103.59 |
|
|
$ |
91.84 |
|
Weighted-average fair value per unit assumed upon Orbotech Acquisition |
$ |
104.49 |
|
|
$ |
— |
|
|
$ |
104.49 |
|
|
$ |
— |
|
Grant date fair value of vested restricted stock units |
$ |
4,740 |
|
|
$ |
745 |
|
|
$ |
47,674 |
|
|
$ |
42,601 |
|
Tax benefits realized by us in connection with vested and released restricted stock units |
$ |
170 |
|
|
$ |
249 |
|
|
$ |
10,900 |
|
|
$ |
16,731 |
|
|
| Employee Stock Purchase Rights Valuation |
The fair value of each purchase right under the ESPP was estimated on the date of grant using the Black-Scholes model and the straight-line attribution approach with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
March 31, |
|
Nine months ended
March 31, |
|
2019 |
|
2018 |
|
2019 |
|
2018 |
Stock purchase plan: |
|
|
|
|
|
|
|
Expected stock price volatility |
36.3 |
% |
|
31.5 |
% |
|
33.2 |
% |
|
28.7 |
% |
Risk-free interest rate |
2.4 |
% |
|
1.3 |
% |
|
2.1 |
% |
|
1.1 |
% |
Dividend yield |
3.3 |
% |
|
2.4 |
% |
|
3.1 |
% |
|
2.5 |
% |
Expected life (in years) |
0.5 |
|
|
0.5 |
|
|
0.5 |
|
|
0.5 |
|
|
| Schedule of Tax Benefits Realized and Weighted-average fair value for the ESPP |
The following table shows the tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP and the weighted-average fair value per share for the indicated periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except for weighted-average fair value per share) |
Three months ended
March 31, |
|
Nine months ended
March 31, |
2019 |
|
2018 |
|
2019 |
|
2018 |
Total cash received from employees for the issuance of shares under the ESPP |
$ |
— |
|
|
$ |
— |
|
|
$ |
20,556 |
|
|
$ |
20,579 |
|
Number of shares purchased by employees through the ESPP |
— |
|
|
— |
|
|
270 |
|
|
264 |
|
Tax benefits realized by us in connection with the disqualifying dispositions of shares purchased under the ESPP |
$ |
444 |
|
|
$ |
787 |
|
|
$ |
1,047 |
|
|
$ |
1,681 |
|
Weighted-average fair value per share based on Black-Scholes model |
$ |
21.25 |
|
|
$ |
23.61 |
|
|
$ |
21.67 |
|
|
$ |
21.89 |
|
|