Stock-Based Compensation | 11. STOCK-BASED COMPENSATION Stock-Based Incentive Plans The Company adopted a 2009 Long-Term Incentive Plan (“LTI Plan”) in October 2009, and it was approved by the shareholders at the annual meeting in December 2009. The Company adopted a 2004 Long-Term Incentive Plan (“2004 LTI Plan”) in October 2004, and it was approved by the shareholders at the annual meeting in November 2005, which expired and terminated on October 14, 2014. The Company adopted the 1996 Stock Option Plan (the “1996 Stock Plan”) in October, 1996, which expired and terminated on July 31, 2007. There are no options outstanding under the 1996 Stock Plan or the 2004 LTI Plan as of July 31, 2015. The LTI Plan permits the granting of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards. They are administered by the Board of Directors or a committee appointed by the Board of Directors. The Board has designated the Compensation and Development Committee as the administrator of the LTI Plan. Subject to the terms of the LTI Plan, the committee has the sole discretion to select the persons eligible to receive awards, the type and amount of incentives to be awarded, and the terms and conditions of awards. The committee also has the authority to interpret the LTI Plan, and establish and amend regulations necessary or appropriate for their administration. Any employee of the Company or a subsidiary of the Company or a director of the Company whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance of the Company is eligible to participate. The maximum number of shares of the Company’s common stock that may be delivered pursuant to awards granted is 750,000 shares under the LTI Plan. Under the LTI Plan, no executive officer may receive in any calendar year stock options or stock appreciation rights, or awards that are subject to the attainment of performance goals relating to more than 200,000 shares of common stock. At July 31, 2015 there were approximately 124,575 shares available for future grants under the LTI Plan. Accounting for Stock-Based Compensation The Company recognized stock-based compensation costs of approximately $2.8 million, $2.2 million and $446,000, respectively, for the fiscal years ended July 31, 2015, 2014 and 2013, and the related tax benefits of $887,000, $825,000 and $168,000, respectively, for the fiscal years ended July 31, 2015, 2014 and 2013. Stock-based compensation costs are recorded as selling, general and administrative expenses in the consolidated statements of income. The Company accounts for stock-based compensation costs at fair value measured on the date of grant of the award using a Black-Scholes option valuation model for stock option awards. Grant date fair value for stock awards is measured using the Company’s closing stock price on the date of grant of the stock awards where the award is based on a specific number of shares. Stock-based compensation costs are recognized as an expense over the requisite service period, generally the vesting period of the award, using the straight-line method. As of July 31, 2015, there was approximately $4.2 million of unrecognized compensation costs that are related to outstanding stock awards expected to be recognized over a weighted-average period of 1.8 years. In connection with the election of Christopher T. Fraser as the Company’s President and Chief Executive Officer on September 24, 2013, the Company granted Mr. Fraser (i) 50,000 shares of common stock and (ii) time-based restricted stock awards for 30,000 shares of common stock (vesting over five years). The Company also agreed to grant performance-based restricted stock awards for an aggregate of 70,000 shares of common stock in five equal installments beginning in fiscal year 2014. The Company recorded an expense of approximately $1.1 million in the first quarter of fiscal year 2014 for the grant date fair value of the 50,000 shares of common stock. A summary of activity for stock option and stock-awards is presented below. Stock Options There were no stock options granted in fiscal years 2015, 2014 and 2013 and no stock options outstanding at July 31, 2015 and 2014. There were no options exercised in fiscal year 2015. The total intrinsic value of options exercised in fiscal years 2014 and 2013 was approximately $952,000 and $1.6 million, respectively. The total fair value of shares vested was $0, and $39,000 for the fiscal years ended July 31, 2014 and 2013, respectively. Performance Shares The Company grants performance-based Series 1 and Series 2 awards for shares to certain executives and employees. Stock-based compensation for the awards is recognized on a straight-line basis over the requisite service period beginning on the date of grant through the end of the measurement period based on the number of shares expected to vest under the awards at the end of the measurement period. The expected percent of vesting is determined using certain performance measures described below and is re-evaluated at the end of each reporting period through the end of the measurement period. At August 1, 2014 there were non-vested performance share awards outstanding for 185,915 shares, which reflected the target number of shares under the awards. During fiscal year 2015 there were Series 1 awards granted for 124,672 shares and awards for 12,147 shares were forfeited. These shares represented the target award subject to certain performance measures. No Series 1 awards for shares vested during fiscal year 2015. Total performance share awards for 53,650 shares granted in fiscal year 2013 did not vest at July 31, 2015, the end of the measurement period for such awards. At July 31, 2015, there were non-vested performance share awards outstanding for 244,790 shares reflecting the target number of shares issuable under outstanding awards for fiscal years 2014 and 2015. The fair value of the key personnel fiscal year 2015 award granted on March 26, 2015 was measured using the Company’s closing stock price on the grant date of $25.85. The fair value of the executive fiscal year 2015 award granted on December 9, 2014 was measured using the Company’s closing stock price on the grant date of $17.81. Stock-based compensation on the awards is recognized on a straight-line basis over the requisite service period beginning on the date of grant through the end of the measurement period ending on July 31, 2017, based on the number of shares expected to vest under the award at the end of the measurement period. A summary of the performance-based stock awards granted to certain employees and executives as Series 1 awards in fiscal years 2015, 2014 and 2013 is detailed below. Date of Grant Series Award Target Award (Shares) Grant Date Fair Value Measurement Period Ending Actual or Expected Percentage Vesting (1) Shares Projected to Vest or Vested Fiscal Year 2015 Award 03/26/2015 Series 1 21,173 $ 25.85 07/31/2017 12/09/2014 Series 1 103,499 $ 17.81 07/31/2017 Forfeitures (2) (562 ) Total 124,110 135 % 168,042 Fiscal Year 2014 Award 02/25/2014 Series 1 127,315 $ 14.88 07/31/2016 Forfeitures (2) (6,635 ) Total 120,680 100 % 120,680 Fiscal Year 2013 Award 12/4/2012 Series 1 141,059 $ 18.75 07/31/2015 Forfeitures (2) (87,409 ) Total 53,650 0 % — (1) The percentage vesting for performance share awards is currently estimated at 135%, 100% and 0% of the target awards for the fiscal year 2015, 2014 and 2013 awards, respectively. (2) Forfeitures include Series 1 awards that were granted in fiscal years 2015, 2014 and 2013 to certain employees that were forfeited at the termination of their employment. Series 1: For the fiscal year 2015, 2014 and 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. 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 July 31, 2015, and reflects the percentage of shares projected to vest for the respective awards at the end of their measurement periods. For the fiscal year 2015 and 2014 awards, shares vested under the awards may increase to a maximum of 167% and 150%, respectively, of the target award on achievement of maximum performance objectives. For the fiscal year 2013 awards, the target award is equal to the maximum award. Series 2: None outstanding. Series 3: The table does not include certain performance-based awards to be granted to Christopher T. Fraser according to his employment agreement as of September 24, 2013. Awards to Mr. Fraser for fiscal year 2015 included (i) a performance-based Series 3 award for 10,000 shares of common stock (at maximum) having a performance requirement related to debt payments during fiscal year 2015, and (ii) a performance-based Series 3 award for 4,000 shares of common stock having certain organizational objectives as a performance requirement, and in each case such awards vest and are measured over a one year period beginning August 1, 2014 and ending July 31, 2015. As of July 31, 2015, the Series 3 awards to Mr. Fraser have fully vested. The weighted-average grant-date fair value of performance share awards forfeited during the fiscal year 2015 was $15.74. The weighted-average grant-date fair value of performance share awards outstanding at August 1, 2014 and July 31, 2015 was $14.88 and $17.36, respectively. The total fair value of performance share awards vested during fiscal years 2015, 2014 and 2013 was approximately $233,000, $45,000, and $118,000, respectively. Time-Based Shares A summary of activity for time-based stock awards for the fiscal year ended July 31, 2015 is presented below: Shares Weighted-Average Grant-Date Fair Value Non-vested on August 1, 2014 50,100 $ 19.19 Granted (1) 68,774 20.00 Vested (2) (36,186 ) 19.65 Forfeited — — Non-vested on July 31, 2015 82,688 19.66 (1) Includes 19,386 share awards granted to non-employee directors during fiscal year 2015. The director awards were granted for a three month service period. The director awards were granted at the end of each quarter and vested once the service period was complete. Includes 8,000 share awards granted to certain employees vesting over one or two years from the date of grant. Includes 41,388 share awards granted to certain employees and executives during fiscal year 2015 which are expected to vest on July 31, 2017. The Company recognizes compensation expense related to the awards over the respective service period. (2) Includes 19,386 share awards granted to non-employee directors indicated above and 16,800 share awards granted to employees. The total fair value of share awards vested during the fiscal years ended 2015, 2014 and 2013 was approximately $944,000, $1,822,000, and $542,000, respectively. |