Stock-Based Compensation | 9 Months Ended |
Apr. 30, 2014 |
Stock-Based Compensation | ' |
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6. Stock-Based Compensation |
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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 $343,000 and $158,000 for the three months and $1.8 million and $455,000 for the nine months ended April 30, 2014 and 2013, respectively. The Company also recognized the related tax benefits of $120,000 and $53,000, respectively, for the three months and $663,000 and $163,000 for the nine months ended April 30, 2014 and 2013, respectively. Stock-based compensation costs are recorded under selling, general and administrative expenses in the condensed consolidated statements of income (loss). |
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As of April 30, 2014, the unrecognized compensation costs related to stock-based awards was approximately $1.9 million, which is expected to be recognized over a weighted-average period of 2.2 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 nine months ended April 30, 2014 is presented below. No options were granted in the first nine 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 | | | (58,000 | ) | | | 4.03 | | | | | | | | | | | | | | | |
Forfeited/expired | | | — | | | | — | | | | | | | | | | | | | | | |
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Outstanding on April 30, 2014 | | | — | | | | — | | | | | | | | | | | | | | | |
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No stock options were outstanding at April 30, 2014. |
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There were 58,000 stock options exercised in the nine months ended April 30, 2014, with an intrinsic value of $952,000. There were 27,000 and 107,000 options exercised in the three and nine months ended April 30, 2013, respectively, with an intrinsic value of $423,000 and $1.6 million, respectively. |
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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. No performance share awards vested during the nine months ended April 30, 2014. There were a maximum of 190,694 performance share awards granted during the nine months ended April 30, 2014. As of April 30, 2014, the non-vested performance-based stock awards consisted of Series 1 and Series 2 awards granted to certain executives and employees in fiscal years 2014, 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 2014 Awards (2) | | | | | | | | | | | | | | | | | | | | | | |
2/25/14 | | Series 1 | | | 190,694 | | | $ | 14.88 | | | | 7/31/16 | | | | 40 | % | | | 76,278 | |
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| | | | | 190,694 | | | | | | | | | | | | | | | | 76,278 | |
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Fiscal Year 2013 Awards | | | | | | | | | | | | | | | | | | | | | | |
12/4/12 | | Series 1 | | | 58,600 | | | $ | 18.75 | | | | 7/31/15 | | | | 0 | % | | | — | |
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| | | | | 58,600 | | | | | | | | | | | | | | | | — | |
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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 | | | 13,800 | | | $ | 15.3 | | | | 7/31/14 | | | | 10 | % | | | 1,380 | |
10/28/11 | | Series 2 | | | 9,200 | | | $ | 15.3 | | | | 7/31/14 | | | | 0 | % | | | — | |
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| | | | | 23,000 | | | | | | | | | | | | | | | | 1,380 | |
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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 | | | | | 300,557 | | | | | | | | | | | | | | | | 79,354 | |
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-1 | The table does not include awards of 23,242 and 12,992 in Series 1 awards (at maximum) in fiscal years 2013 and 2012, respectively, and 8,661 (at maximum) in Series 2 awards in fiscal year 2012, all of which were forfeited during the nine months ended April 30, 2014. | | | | | | | | | | | | | | | | | | | | | |
-2 | The percentage vesting for the 2014 performance shares award is based on the target award, which is 66.67% of the maximum award. The expected percentage of vesting is currently estimated at 60% of the target award for the fiscal year 2014 Award. | | | | | | | | | | | | | | | | | | | | | |
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Series 1: For the fiscal year 2014 awards, 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 earnings per share. The percentage of vesting for the Fiscal Year 2014 award is based on the target award, which is at 66.67% of the maximum award. For the fiscal year 2013 awards, 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. 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. 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 April 30, 2014, 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 April 30, 2014, 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 $16.47 and $17.66 at April 30, 2014 and August 1, 2013, respectively. |
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The table does not include certain performance-based awards granted to Christopher T. Fraser on February 25, 2014. Such grants to Mr. Fraser included (i) a performance-based Series 3 award for 10,000 shares of common stock (at maximum) having the same performance requirement as those of the 2014 Series 3 awards, and (ii) a performance-based Series 3 award for 4,000 shares of common stock (at maximum) having certain personal objectives as a performance requirement, and in each case such awards vest and are measured over a one year period beginning August 1, 2013 and ending July 31, 2014. As of April 30, 2014, the Series 3 award granted to Mr. Fraser is not expected to vest and the Series 3 award based on personal objectives is expected to vest at 100%. |
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The weighted-average grant-date fair value of the performance-based awards granted for fiscal year 2014 was $14.88. The expected percentage of vesting and the percentage of shares projected to vest for the respective awards at the end of their measurement periods are evaluated quarterly. |
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Time Based Shares |
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A summary of activity for time-based stock awards for the nine months ended April 30, 2014 is presented below: |
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| | Shares | | | Weighted-Average | | | | | | | | | | | | | | | |
Grant-Date | | | | | | | | | | | | | | |
Fair Value | | | | | | | | | | | | | | |
Non-vested on August 1, 2013 | | | — | | | | | | | | | | | | | | | | | | | |
Granted (1) | | | 72,868 | | | $ | 18.84 | | | | | | | | | | | | | | | |
Vested(2) | | | (21,268 | ) | | | 18.29 | | | | | | | | | | | | | | | |
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Non-vested on April 30, 2014 | | | 51,600 | | | | 19.06 | | | | | | | | | | | | | | | |
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-1 | Includes 21,600 shares granted to certain executives and employees on February 25, 2014 which generally vest over one, two or three year service periods from the grant date or commencement of their employment. 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, respectively, 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 approximately $662,000 using the Company’s closing stock price of $22.07 on the grant date. | | | | | | | | | | | | | | | | | | | | | |
-2 | Reflects 5,760 shares, 6,380 shares, 4,000 shares and 5,128 shares granted to non-employee directors on April 30, 2014, January 31, 2014, October 31, 2013 and August 27, 2013 respectively, for service for the three months ended April 30, 2014, the three months ended January 31, 2014, the two months ended October 31, 2013 and the three months ended August 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. | | | | | | | | | | | | | | | | | | | | | |
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Mr. Fraser was 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 Company’s board of directors granted 4,900 shares and 1,000 shares of common stock to certain employees on February 25, 2014 and April 8, 2014, respectively. These shares were vested on the date of grant and related compensation expense of the grant-date fair value of approximately $90,000, based on the closing stock price at respective grant dates, was recognized during the three months ended April 30, 2014. |
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The total fair value of shares vested during the nine months ended April 30, 2014 and 2013 was approximately $1.6 million and $363,000, respectively. |