Stock-Based Compensation | 3 Months Ended |
Oct. 31, 2013 |
Stock-Based Compensation | ' |
6. Stock-Based Compensation |
The Company has stock-based incentive plans which are described in more detail in Note 11 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2013. The Company recognized stock-based compensation costs of approximately $1.2 million and $181,000 for the three months ended October 31, 2013 and 2012, respectively. The Company also recognized the related tax benefits of $436,000 and $66,000 for the three months ended October 31, 2013 and 2012, respectively. Stock-based compensation costs are recorded under selling, general and administrative expenses in the condensed consolidated statements of income. |
As of October 31, 2013, the unrecognized compensation costs related to stock-based awards was approximately $763,000, which is expected to be recognized over a weighted-average period of 2.6 years. |
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A summary of stock option and stock activity is presented below. |
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Stock Options |
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A summary of activity for the three months ended October 31, 2013 is presented below. No options were granted in the first three months of fiscal years 2014 or 2013: |
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| | Shares | | | Weighted- | | | | | | | | | | | | | | | | | |
Average | | | | | | | | | | | | | | | | |
Exercise Price | | | | | | | | | | | | | | | | |
Outstanding on August 1, 2013 | | | 58,000 | | | $ | 4.03 | | | | | | | | | | | | | | | | | |
Granted | | | — | | | | — | | | | | | | | | | | | | | | | | |
Exercised | | | (33,000 | ) | | | 4.37 | | | | | | | | | | | | | | | | | |
Forfeited/expired | | | — | | | | — | | | | | | | | | | | | | | | | | |
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Outstanding on October 31, 2013 | | | 25,000 | | | | 3.58 | | | | | | | | | | | | | | | | | |
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The following table summarizes information about stock options outstanding at October 31, 2013 based on fully vested (currently exercisable) stock option awards: |
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| | Options | | | Weighted- | | | Weighted- | | | Aggregate | | | | | | | | | |
Outstanding | Average | Average | Intrinsic Value | | | | | | | | |
and Fully | Exercise Price | Remaining | (in thousands) (1) | | | | | | | | |
Vested | | Contractual | | | | | | | | | |
| | Term (years) | | | | | | | | | |
Total outstanding and fully vested | | | 25,000 | | | | 3.58 | | | | 3.95 | | | $ | 410 | | | | | | | | | |
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-1 | The aggregate intrinsic value is computed based on the closing price of the Company’s stock on October 31, 2013. | | | | | | | | | | | | | | | | | | | | | | | |
There were 33,000 options exercised in the three months ended October 31, 2013, with an intrinsic value of $625,000, but there were no options exercised in the three months ended October 31, 2012. |
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Performance Shares |
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On August 1, 2013, there were 154,758 non-vested performance shares outstanding which reflected the maximum number of shares under the awards. There were no performance shares granted or vested during the three months ended October 31, 2013. As of October 31, 2013, the non-vested performance-based stock awards consisted of Series 1 and Series 2 awards granted to certain executives and employees in fiscal years 2013 and 2012, as summarized below. |
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Date of Grant | | Series | | | Maximum | | | Grant Date | | | Measurement | | | Expected | | | Shares Expected | |
Award | Award | Fair Value | Period Ending | Percentage of | to Vest |
| (Shares)(1) | | | Vesting | |
Fiscal Year 2013 Award | | | | | | | | | | | | | | | | | | | | | | | | |
12/4/12 | | | Series 1 | | | | 61,350 | | | $ | 18.75 | | | | 7/31/15 | | | | 15 | % | | | 9,203 | |
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| | | | | | | 61,350 | | | | | | | | | | | | | | | | 9,203 | |
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Fiscal Year 2012 Awards | | | | | | | | | | | | | | | | | | | | | | | | |
2/27/12 | | | Series 1 | | | | 300 | | | $ | 18.08 | | | | 7/31/14 | | | | 10 | % | | | 30 | |
2/27/12 | | | Series 2 | | | | 200 | | | $ | 18.08 | | | | 7/31/14 | | | | 0 | % | | | — | |
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| | | | | | | 500 | | | | | | | | | | | | | | | | 30 | |
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10/28/11 | | | Series 1 | | | | 15,300 | | | $ | 15.3 | | | | 7/31/14 | | | | 10 | % | | | 1,530 | |
10/28/11 | | | Series 2 | | | | 10,200 | | | $ | 15.3 | | | | 7/31/14 | | | | 0 | % | | | — | |
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| | | | | | | 25,500 | | | | | | | | | | | | | | | | 1,530 | |
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10/11/11 | | | Series 1 | | | | 16,658 | | | $ | 14.16 | | | | 7/31/14 | | | | 10 | % | | | 1,666 | |
10/11/11 | | | Series 2 | | | | 11,105 | | | $ | 14.16 | | | | 7/31/14 | | | | 0 | % | | | — | |
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| | | | | | | 27,763 | | | | | | | | | | | | | | | | 1,666 | |
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Total | | | | | | | 115,113 | | | | | | | | | | | | | | | | 12,429 | |
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-1 | The table does not include awards to John V. Sobchak of 20,492 and 11,492 in Series 1 awards in fiscal years 2013 and 2012, respectively, and 7,661 in Series 2 awards in fiscal year 2012, all of which will be forfeited upon the effective date of his resignation as previously announced in the Company’s report on Form 8-K filed on November 1, 2013. | | | | | | | | | | | | | | | | | | | | | | | |
Series 1: For the fiscal year 2012 award, vesting for the Series 1 awards is subject to a performance requirement composed of certain earnings per share or revenue growth objectives and average annual return on invested capital measured across a three year period. For the fiscal year 2013 award vesting is subject to performance requirements composed of certain objectives including average annual return on invested capital and annual compound growth rate in the Company’s diluted earnings per share. These objectives are measured quarterly using the Company’s budget, actual results and long-term projections. For each of the Series 1 awards, the expected percentage of vesting is evaluated through October 31, 2013, and reflects the percentage of shares projected to vest for the respective awards at the end of their measurement periods. |
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Series 2: Vesting for the Series 2 awards is subject to performance requirements pertaining to the growth rate in the Company’s basic earnings per share over a three year period. The achievement of performance requirements is measured quarterly using the Company’s budget, actual results and long-term projections. For fiscal year 2012 awards, the expected percentage of vesting is evaluated through October 31, 2013, and reflects the percentage of shares projected to vest for the respective awards at the end of their measurement periods. |
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The weighted-average grant-date fair value of performance awards outstanding was $17.71 and $17.66 at October 31, 2013 and August 1, 2013, respectively. |
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Time Based Shares |
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A summary of activity for time-based stock awards for the three months ended October 31, 2013 is presented below: |
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| | Shares | | | Weighted-Average | | | | | | | | | | | | | | | | | |
Grant-Date | | | | | | | | | | | | | | | | |
Fair Value | | | | | | | | | | | | | | | | |
Non-vested on August 1, 2013 | | | — | | | | | | | | | | | | | | | | | | | | | |
Granted (1) | | | 39,128 | | | $ | 22.01 | | | | | | | | | | | | | | | | | |
Vested | | | (9,128 | ) | | | 21.82 | | | | | | | | | | | | | | | | | |
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Non-vested on October 31, 2013 | | | 30,000 | | | | 22.07 | | | | | | | | | | | | | | | | | |
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-1 | Reflects 5,128 shares and 4,000 shares granted to non-employee directors on August 27, 2013, and October 31, 2013 respectively, for service for the three and two month periods ended August 31, 2013 and October 31, 2013 respectively. The shares vest on the date of grant and the Company recognizes compensation expense related to the awards over the respective service periods in accordance with GAAP. Additionally, the Company granted a time-based award for 30,000 shares to Christopher T. Fraser, when he became the Company’s full-time President and CEO on September 24, 2013. These time-based shares vest in equal installments of 6,000 shares each over one, two, three, four and five years from the date of grant. Compensation expense will be recorded over the vesting period using the straight-line method. The September 24, 2013 grant date fair value was $662,000 using the Company’s closing stock price of $22.07 on the grant date. | | | | | | | | | | | | | | | | | | | | | | | |
Mr. Fraser was also granted 50,000 shares upon becoming President and CEO. The shares vested on the date of grant on September 24, 2013, and the Company recognized compensation expense of the grant date fair value of $1.1 million based on the closing stock price on that date. |
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The total fair value of shares vested during the three months ended October 31, 2013 and 2012 was approximately $1.3 million and $121,000, respectively. |
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