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 2016. The Company recognized stock-based compensation costs of approximately $1.7 million and $1.4 million for the three months ended January 31, 2017 and 2016, respectively, and $3.1 million and $2.3 million for the six months ended January 31, 2017 and 2016, respectively. The Company also recognized the related tax benefits of $595,000 and $482,000 for the three months ended January 31, 2017 and 2016, respectively, and $1.1 million and $816,000 for the six months ended January 31, 2017 and 2016, respectively. Stock‑based compensation costs are recorded under selling, general and administrative expenses in the condensed consolidated statements of income. As of January 31, 2017, the unrecognized compensation costs related to stock-based awards was approximately $9.0 million, which is expected to be recognized over a weighted-average period of 2.08 years. Performance Shares There were 503,556 and 328,731 non-vested performance shares outstanding at January 31, 2017 and August 1, 2016, respectively, which reflected the number of shares under the awards expected to vest as of such dates. No performance share awards vested during the six months ended January 31, 2017. As of January 31, 2017, the non-vested performance-based stock awards consisted of Series 1, Series 3 and Series 4 awards granted to certain executives and employees in fiscal years 2017, 2016 and 2015 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 2017 Awards 12/8/2016 Series 1 10,531 $ 34.95 7/31/2019 100 % 10,531 10/21/2016 Series 3 14,000 $ 29.11 7/31/2017 100 % 14,000 10/21/2016 Series 4 88,674 $ 29.11 7/31/2019 100 % 88,674 Fiscal Year 2016 Awards 3/10/2016 Series 1 14,625 $ 21.89 10/31/2018 1/29/2016 Series 1 57,163 $ 21.80 10/31/2018 Forfeitures (2) (5,350 ) Total Series 1 66,438 188 % 124,634 1/19/2016 Series 3 82,938 $ 20.89 7/31/2020 100 % 82,938 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) (12,435 ) Total Series 1 112,237 163 % 182,779 (1) The percentage vesting for Series 1 performance share awards is currently estimated at 100%, 188% and 163% of the target award for the fiscal year 2017, 2016 and 2015 awards, respectively. The percentage vesting for Series 3 performance share awards is currently estimated at 100% of the target award for each of the fiscal year 2017 and 2016 awards. The percentage vesting for Series 4 performance share awards is currently estimated at 100% of the target award for the fiscal year 2017 awards. (2) Forfeitures include Series 1 awards that were granted in fiscal years 2016 and 2015 to certain employees that were forfeited at the termination of their employment. Series 1: For the fiscal year 2017, 2016 and 2015 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, 2017, and reflects the percentage of shares projected to vest for the respective awards at the end of their measurement periods. For the fiscal year 2017, 2016 and 2015 awards, shares vested may increase to a maximum of 200%, 200% and 167%, respectively, of the target award on achievement of maximum performance objectives. Series 3: In fiscal year 2017, 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. These awards are expected to vest at 100% of the target award. 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. These awards fully vested as of July 31, 2016 and 14,000 shares were issued on August 5, 2016. 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. 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. These awards are expected to vest at 100% of the target award. Series 4: For the fiscal year 2017 awards, each award includes two tranches. For the first tranche, vesting is subject to the achievement of an adjusted earnings before interest, taxes and depreciation and amortization (“EBITDA”) metric. For the second tranche, 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 4 awards, the expected percentage vesting is evaluated through January 31, 2017, and reflects the percentage of shares projected to vest at the end of the measurement period. For the fiscal year 2017 awards, the shares vested in the second tranche may increase to a maximum of 200% of the target award on achievement of maximum performance objectives. The weighted-average per share grant-date fair value of the target award shares for performance-based awards outstanding was $22.44 and $17.36 at January 31, 2017 and August 1, 2016, 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, 2017 and 2016 was $29.64 and $21.06, respectively. The weighted-average per share grant-date fair value of awards forfeited during the six months ended January 31, 2017 and 2016 was $25.85 and $21.90, respectively. Time-Based Shares A summary of activity for time-based stock awards for the six months ended January 31, 2017 is presented below: Shares Weighted-Average Grant-Date Fair Value Non-vested on August 1, 2016 211,368 $ 21.28 Granted (1) 18,803 33.25 Vested (2) (18,474 ) 24.96 Forfeited (250 ) 25.85 Non-vested on January 31, 2017 211,447 22.00 (1) Includes 8,224 shares granted to non-employee directors for service during the six month period ended January 31, 2017. (2) Includes 8,224 shares granted to non-employee directors for service for the six months ended January 31, 2017. 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 10,250 shares granted to certain employees and executives. The total fair value of time-based shares vested during the six months ended January 31, 2017 and 2016 was approximately $461,000 and $694,000, respectively. |