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 2017. The Company recognized stock-based compensation costs of approximately $2.0 million and $1.7 million for the three months ended January 31, 2018 and 2017, respectively, and $3.6 million and $3.1 million for the six months ended January 31, 2018 and 2017, respectively. The Company also recognized the related tax benefits of $0.6 million and $0.6 million for the three months ended January 31, 2018 and 2017, respectively, and $1.0 million and $1.1 million for the six months ended January 31, 2018 and 2017, respectively. Stock‑based compensation costs are recorded under selling, general and administrative expenses in the condensed consolidated statements of income. As of January 31, 2018, the unrecognized compensation costs related to stock-based awards was approximately $10.1 million, which is expected to be recognized over a weighted-average period of 1.8 years. Performance-Based Stock Awards There were 472,773 and 373,698 non-vested performance-based restricted stock unit (“RSU”) awards outstanding at January 31, 2018 and August 1, 2017, respectively, which reflected the number of RSUs granted under outstanding awards that were expected to vest as of such dates. There were no performance-based RSU awards that vested during the six months ended January 31, 2018. As of January 31, 2018, the non-vested performance-based RSU awards consisted of Series 1, Series 3 and Series 4 awards granted to certain executives and employees in fiscal years 2018, 2017 and 2016 as summarized below reflecting the target number of RSUs under the awards. Upon vesting, each RSU is converted to one share of common stock. Target Expected Shares Series Award Grant Date Measurement Percentage Expected Date of Grant Award Shares Fair Value Period Vesting (1) to Vest Fiscal Year 2018 Awards 12/5/2017 Series 4, Tranche 1 27,541 $ 54.09 7/31/2020 100 % 27,541 12/5/2017 Series 4, Tranche 2 27,542 $ 54.09 7/31/2020 172 % 47,371 12/5/2017 Series 3 14,000 $ 54.09 7/31/2018 100 % 14,000 Fiscal Year 2017 Awards 12/8/2016 Series 1 10,531 Forfeitures (2) (654 ) Total Series 1 9,877 $ 34.95 7/31/2019 184 % 18,210 4/28/2017 Series 4, Tranche 1 4,545 $ 52.55 7/31/2019 10/21/2016 Series 4, Tranche 1 44,337 $ 29.11 7/31/2019 Forfeitures (2) (4,957 ) Total Series 4, Tranche 1 43,925 100 % 43,925 4/28/2017 Series 4, Tranche 2 4,546 $ 52.55 7/31/2019 10/21/2016 Series 4, Tranche 2 44,337 $ 29.11 7/31/2019 Forfeitures (2) (4,957 ) Total Series 4, Tranche 2 43,926 184 % 80,986 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) (12,983 ) Total Series 1 58,805 196 % 115,503 1/19/2016 Series 3 82,938 $ 20.89 7/31/2020 151 % 125,236 (1) The percentage vesting for performance-based RSU awards is currently estimated at 184% and 196% of the target award for Series 1 awards granted in fiscal years 2017 and 2016, respectively, 100% and 151% of the target award for Series 3 awards granted in fiscal years 2018 and 2016, respectively, 100% and 172% of the target award for the first and second tranches, respectively, of the Series 4 awards granted in fiscal year 2018, and 100% and 184% of the target award for the first and second tranches, respectively, of the Series 4 awards granted in fiscal year 2017. (2) Forfeitures include Series 1 and Series 4 awards that were granted to certain employees in fiscal years 2017 and 2016 but that were forfeited at the termination of their employment. Series 1: For the fiscal year 2017 and 2016 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, 2018, and reflects the percentage of RSUs projected to vest for the respective awards at the end of their measurement periods. For the fiscal year 2017 and 2016 awards, RSUs vested may increase to a maximum of 200% of the target award on achievement of maximum performance objectives. Series 3: In fiscal year 2018, Mr. Fraser was awarded (i) a performance-based Series 3 award for 10,000 shares of common stock 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. Series 4: For the fiscal year 2018 and 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 for 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, 2018, and reflects the percentage of RSUs projected to vest at the end of the measurement period. For the fiscal year 2018 and 2017 awards, the RSUs 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 RSUs for performance-based awards outstanding was $30.72 and $25.49 at January 31, 2018 and August 1, 2017, respectively. The weighted-average per share grant-date fair value of the target award RSUs for performance-based awards granted during the six months ended January 31, 2018 and January 31, 2017 was $54.09 and $29.64, respectively. There were 69,083 performance-based RSU awards granted during the six months ended January 31, 2018. The weighted-average per share grant-date fair value of performance-based awards forfeited during the six months ended January 31, 2018 and 2017 was $27.47 and $25.85, respectively. Time-Based Stock Awards A summary of activity for time-based stock awards for the six months ended January 31, 2018 is presented below: Shares Weighted-Average Grant-Date Fair Value Non-vested on August 1, 2017 173,603 $ 24.37 Granted (1) 6,100 56.69 Vested (2) (15,672 ) 37.48 Forfeited (385 ) 31.39 Non-vested on January 31, 2018 163,646 24.30 (1) Includes 4,100 shares granted to non-employee directors for service during the six months ended January 31, 2018. (2) Includes 4,100 shares granted to non-employee directors for service for the six months ended January 31, 2018. The shares vest on the date of grant, and the Company recognizes compensation expense on such date. Includes 11,572 time-based RSU awards granted to certain employees and executives, and the Company recognizes compensation expense related to the awards over the respective service periods in accordance with GAAP. Upon vesting, each RSU was converted to one share of common stock. The total fair value of time-based stock awards vested during the six months ended January 31, 2018 and 2017 was approximately $0.6 million and $0.5 million, respectively. |