Stock-Based Compensation | 7. Stock-Based Compensation The Company has stock-based incentive plans which are described in more detail in the consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year 2015. The Company recognized stock-based compensation costs of approximately $1.4 million and $702,000 for the three months ended January 31, 2016 and 2015, respectively, and $2.3 million and $1.1 million for the six months ended January 31, 2016 and 2015, respectively. The Company also recognized the related tax benefits of $482,000 and $272,000 for the three months ended January 31, 2016 and 2015, respectively, and $816,000 and $433,000 for the six months ended January 31, 2016 and 2015, respectively. Stock-based compensation costs are recorded under selling, general and administrative expenses in the condensed consolidated statements of income. As of January 31, 2016, the unrecognized compensation costs related to stock-based awards was approximately $8.5 million, which is expected to be recognized over a weighted-average period of 2.5 years. Performance Shares On August 1, 2015, there were 244,790 non-vested performance shares outstanding which reflected the maximum number of shares under the awards. No performance share awards vested during the six months ended January 31, 2016. As of January 31, 2016, the non-vested performance-based stock awards consisted of Series 1 awards granted to certain executives and employees in fiscal years 2016, 2015 and 2014 as summarized below reflecting the target number of shares under the awards. Target Expected Shares Series Award Grant Date Measurement Percentage Expected Date of Grant Award Shares Fair Value Period Vesting (1) to Vest Fiscal Year 2016 Awards 1/29/2016 Series 1 57,163 $ 21.80 10/31/2018 Forfeitures (2) — Total Series 1 57,163 100 % 57,163 1/19/2016 Series 3 82,938 $ 20.89 7/31/2020 100 % 82,938 12/11/2015 Series 3 10,000 $ 19.03 7/31/2016 100 % 10,000 12/11/2015 Series 3 4,000 $ 19.03 7/31/2016 100 % 4,000 Fiscal Year 2015 Awards 3/26/2015 Series 1 21,173 $ 25.85 7/31/2017 12/9/2014 Series 1 103,499 $ 17.81 7/31/2017 Forfeitures (2) (1,872 ) Total Series 1 122,800 138 % 168,934 Fiscal Year 2014 Awards 2/25/2014 Series 1 127,315 $ 14.88 7/31/2016 Forfeitures (2) (7,372 ) Total Series 1 119,943 100 % 119,943 (1) The percentage vesting for Series 1 performance share awards is currently estimated at 100%, 138% and 100% of the target award for the fiscal year 2016, 2015 and 2014 awards, respectively. The percentage vesting for Series 3 performance share awards is currently estimated at 100% for the fiscal year 2016 awards. (2) Forfeitures include Series 1 awards that were granted in fiscal years 2016, 2015 and 2014 to certain employees that were forfeited at the termination of their employment. Series 1: For the fiscal year 2016, 2015 and 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 diluted earnings per share. These objectives are assessed 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 January 31, 2016, and reflects the percentage of shares projected to vest for the respective awards at the end of their measurement periods. For the fiscal year 2016, 2015 and 2014 awards, shares vested may increase to a maximum of 200%, 167% and 150%, respectively, of the target award on achievement of maximum performance objectives. Series 2: None outstanding. Series 3: The table includes certain performance-based awards that are granted to Christopher T. Fraser according to his employment agreement. In fiscal year 2016, Mr. Fraser was awarded (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 the fiscal year, 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 and ending July 31. In fiscal year 2016 Mr. Fraser was also awarded a performance-based Series 3 award for 82,938 shares of common stock (at target) having performance requirements related to cumulative revenue and total stockholder return. The measurement period for the fiscal year 2016 award begins on November 1, 2015 and the award vests one-third (1/3) at July 31, 2018, 2019 and 2020. The shares vested may increase to a maximum of 200% of the target award on achievement of maximum performance objectives. 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 the fiscal year, 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 and ending July 31. The award for fiscal year 2015 was fully vested and 14,000 shares were issued on October 1, 2015 The weighted-average per share grant-date fair value of the target award shares for performance-based awards outstanding was $18.63 and $17.36 at January 31, 2016 and August 1, 2015, respectively. The weighted-average per share grant-date fair value of the target award shares for performance-based awards granted during the six months ended January 31, 2016 and 2015 was $21.06 and $17.67, respectively. The weighted-average per share grant-date fair value of awards forfeited during the six months ended January 31, 2016 and 2015 was $21.90 and $14.88, respectively. Time Based Shares A summary of activity for time-based stock awards for the six months ended January 31, 2016 is presented below: Shares Weighted-Average Grant-Date Fair Value Non-vested on August 1, 2015 82,688 $ 19.66 Granted (1) 153,742 21.74 Vested (2) (22,575 ) 20.41 Forfeited (3) (940 ) 25.85 Non-vested on January 31, 2016 212,915 21.07 (1) Includes 10,075 shares granted to non-employee directors for service during the six month period ended January 31, 2016. Includes 6,500 share awards granted to certain employees vesting over one or two years from the date of grant. Includes 57,167 share awards granted to certain employees and executives which are expected to vest on October 31, 2018. Also includes 80,000 shares granted to Mr. Fraser which vest over a service period of five years beginning on August 1, 2015. The shares are to vest one third (1/3) at the end of years three, four and five of the service period. (2) Includes 10,080 shares granted to non-employee directors for service for the six months ended January 31, 2016. 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. Includes 6,500 shares granted to certain employees and executives. The vested amount includes 6,000 shares granted to Mr. Fraser. (3) Forfeitures include Series 1 awards that were granted in fiscal year 2015 to certain employees that were forfeited at the termination of their employment. The total fair value of shares vested during the six months ended January 31, 2016 and 2015 was approximately $694,000 and $414,000, respectively. |