Stock-Based Compensation | Stock-Based Compensation We have established and maintain an Omnibus Incentive Plan (2008 Plan) that provides for the granting of restricted stock awards, stock options, restricted stock units, performance share awards, performance restricted stock units, and other stock-based and cash-based awards. The 2008 Plan is administered by the Compensation and Management Development Committee of the Board of Directors. The aggregate number of shares of common stock authorized for grant under the 2008 Plan is 7,650,000 as approved by shareholders. Any officer, key employee and/or non-employee director is eligible for awards under the 2008 Plan. We grant restricted stock units to non-employee directors on the first business day of each fiscal year. As approved by the Compensation & Management Development Committee of our Board of Directors annually, we grant a mix of stock options, restricted stock awards, performance shares and/or performance restricted stock units to officers, management and key employees. Occasionally, we may make additional grants to key employees at other times during the year. Restricted Stock Awards Restricted stock awards are granted to key employees and officers annually, and typically cliff vest over a three year period with service and continued employment as the only vesting criteria. The recipient of the restricted stock award is entitled to all of the rights of a shareholder, except that the award is nontransferable during the vesting period. The fair value of the restricted stock award is established on the grant date and then expensed over the vesting period resulting in an increase in additional paid-in-capital. Shares are generally issued from treasury stock at the time of grant. A summary of non-vested restricted stock awards activity during the three months ended January 31, 2019 is presented below: Restricted Stock Awards Weighted Average Non-vested at October 31, 2018 217,200 $ 19.76 Granted 120,300 $ 13.71 Cancelled (10,300 ) $ 19.98 Vested (67,900 ) $ 19.18 Non-vested at January 31, 2019 259,300 $ 17.09 The total weighted average grant-date fair value of restricted stock awards that vested during each of the three month periods ended January 31, 2019 and 2018 was $1.3 million . As of January 31, 2019 , total unrecognized compensation cost related to unamortized restricted stock awards was $2.8 million . We expect to recognize this expense over the remaining weighted average vesting period of 2.3 years . Stock Options Historically, stock options have been awarded to key employees, officers and non-employee directors. Effective May 2015, the director compensation structure was revised to eliminate the annual grant of stock options to non-employee directors. Additionally, stock options were not granted during the year ended October 31, 2018 or during the three months ended January 31, 2019 . Employee stock options typically vest ratably over a three -year period with service and continued employment as the vesting conditions. Our stock options may be exercised up to a maximum of ten years from the date of grant. The fair value of the stock options is determined on the grant date and expensed over the vesting period resulting in an increase in additional paid-in-capital. For employees who are nearing retirement-eligibility, we recognize stock option expense ratably over the shorter of the vesting period or the period from the grant-date to the retirement-eligibility date. During December 2017, the Compensation & Management Committee of the Board of Directors approved a change to the long-term incentive award program eliminating the grant of stock options and replacing this award with a grant of performance restricted stock units as further described below. We use a Black-Scholes pricing model to estimate the fair value of stock options. A description of the methodology for the valuation assumptions was disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2018 . The following table summarizes our stock option activity for the three months ended January 31, 2019 : Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (000s) Outstanding at October 31, 2018 1,753,656 $ 18.47 Granted — $ — Exercised (3,500 ) $ 7.83 Forfeited/Expired (1,900 ) $ 16.29 Outstanding at January 31, 2019 1,748,256 $ 18.49 4.7 $ 158 Vested or expected to vest at January 31, 2019 1,748,256 $ 18.49 4.7 $ 158 Exercisable at January 31, 2019 1,654,517 $ 18.44 4.5 $ 158 Intrinsic value is the amount by which the market price of the common stock on the date of exercise exceeds the exercise price of the stock option. The total intrinsic value of stock options exercised during the three months ended January 31, 2019 and 2018 was less than $0.1 million and $1.9 million , respectively. The weighted-average grant date fair value of stock options that vested during the three months ended January 31, 2019 and 2018 was $1.1 million and $1.5 million , respectively. As of January 31, 2019 , total unrecognized compensation cost related to stock options was $0.2 million . We expect to recognize this expense over the remaining weighted average vesting period of 0.8 years . Restricted Stock Units Restricted stock units may be awarded to key employees and officers from time to time, and annually to non-employee directors. The non-employee director restricted stock units vest immediately but are payable only upon the director's cessation of service unless an election is made by the non-employee director to settle and pay the award on an earlier specified date. Restricted stock units awarded to employees and officers typically cliff vest after a three -year period with service and continued employment as the vesting conditions. Restricted stock units are not considered outstanding shares and do not have voting rights, although the holder does receive a cash payment equivalent to the dividend paid, on a one-for-one basis, on our outstanding common shares. Once the criteria is met, each restricted stock unit is payable to the holder in cash based on the market value of one share of our common stock. Accordingly, we record a liability for the restricted stock units on our balance sheet and recognize any changes in the market value during each reporting period as compensation expense. As of January 31, 2019 , there were no non-vested restricted stock units. During the three month periods ended January 31, 2019 and 2018 , non-employee directors received 25,920 and 18,050 restricted stock units, respectively, at a grant date fair value of $15.31 per share and $21.85 per share, respectively, which vested immediately. During the three month period ended January 31, 2019 , we paid less than $0.1 million to settle previously vested restricted stock units. During the three month period ended January 31, 2018 , there were no payments to settle restricted stock units. Performance Share Awards We have awarded annual grants of performance shares to key employees and officers. These awards cliff vest after a three -year period. Performance share awards issued prior to fiscal 2019 vest with service and performance measures (relative total shareholder return (R-TSR) and earnings per share (EPS) growth), as vesting conditions. The number of shares earned is variable depending on the metrics achieved, and the settlement method is 50% in cash and 50% in our common stock. Performance share awards issued during fiscal 2019 vest with return on net assets (RONA) as the vesting condition and pay out 100% in cash. To account for these awards, we have bifurcated the portion subject to a market condition (R-TSR) and the portion subject to an internal performance measure (EPS or RONA). We have further bifurcated these awards based on the settlement method, as the portion expected to settle in stock (equity component) and the portion expected to settle in cash (liability component). To value the shares subject to the market condition, we utilized a Monte Carlo simulation model to arrive at a grant-date fair value. This amount will be expensed over the three-year term of the award with a credit to additional paid-in-capital. To value the shares subject to the EPS and RONA performance measures, we used the value of our common stock on the date of grant as the grant-date fair value per share. This amount is being expensed over the three -year term of the award, with a credit to additional paid-in-capital, and could fluctuate depending on the number of shares ultimately expected to vest based on our assessment of the probability that the performance conditions will be achieved. The portion of the awards expected to settle in cash is recorded as a liability and is being marked to market over the three -year term of the award, and can fluctuate depending on the number of shares ultimately expected to vest. Depending on the achievement of the performance conditions, 0% to 200% of the awarded performance shares may ultimately vest. The following table summarizes our performance share grants and the grant date fair value for the EPS, R-TSR and RONA performance metrics: Grant Date Fair Value Grant Date Shares Awarded EPS R-TSR RONA Shares Forfeited November 30, 2016 186,500 $ 19.45 $ 26.61 $ — 20,730 December 7, 2017 146,500 $ 20.70 $ 21.81 $ — 17,408 December 5, 2018 131,500 $ — $ — $ 13.63 — On December 3, 2018 and January 25, 2019, a total of 139,164 shares vested pursuant to the December 2015 grant and a total of 4,300 shares vested pursuant to the January 2016 grant, however performance conditions resulted in no share issuances or cash payments for either of these awards. The November 2016 and December 2017 grants include a return on invested capital (ROIC) metric which, if achieved, could enhance the number of shares that are ultimately issued but cannot exceed the maximum (200%). Due to the uncertainty with regard to achieving this metric, no value has been assigned. In the event and at such time the metric is deemed achievable, compensation expense will begin to be recognized through the remaining vesting period. During the three months ended January 31, 2019 , we recorded a decrease in compensation expense of $0.3 million , which reflects a decrease in the number of shares expected to vest in November 2019 associated with the November 30, 2016 performance share grant. During the three months ended January 31, 2018, we recorded a decrease in compensation expense of $0.6 million related to the expected payouts of our performance share awards. Performance share awards are not considered outstanding shares and do not have voting rights, although dividends are accrued over the performance period and will be payable in cash based upon the number of performance shares ultimately earned. The performance shares are excluded from the diluted weighted-average shares used to calculate earnings per share until the performance criteria is probable to result in the issuance of contingent shares. As of January 31, 2019 , we have deemed 15,735 shares related to the November 2016 grants of performance shares as probable to vest. Performance Restricted Stock Units We awarded performance restricted stock units to key employees and officers in December 2017. These awards cliff vest upon a three-year service period with the absolute total shareholder return of our common stock over this three-year term as the vesting criteria. The number of shares earned is variable depending on the metric achieved, and the settlement method is 100% in our common stock, with accrued dividends paid in cash at the time of vesting, assuming the shares had been outstanding throughout the performance period. To value the performance restricted stock units, we utilized a Monte Carlo simulation model to arrive at a grant-date fair value. This amount will be adjusted for forfeitures and expensed over the three-year term of the award with a credit to additional paid-in-capital. Depending on the achievement of the performance conditions, a minimum of 0% and a maximum of 150% of the awarded performance restricted stock units may vest. Specifically, the awards vest on a continuum with the following Absolute Total Shareholder Return (A-TSR) milestones: Vesting Level Vesting Criteria Percentage of Award Vested Level 1 A-TSR greater than or equal to 50% 150% Level 2 A-TSR less than 50% and greater than or equal to 20% 100% Level 3 A-TSR less than 20% and greater than or equal to -20% 50% Level 4 A-TSR less than -20% —% The following table summarizes our performance restricted stock unit grants and the grant date fair value for the A-TSR performance metric: Grant Date Shares Awarded Grand Date Fair Value Shares Forfeited December 7, 2017 78,200 $ 17.76 9,354 December 5, 2018 89,200 $ 13.63 — During the three months ended January 31, 2019 and 2018, we recorded compensation expense of approximately $0.2 million and $0.1 million , respectively, related to our performance share restricted units. Similar to performance shares, the performance restricted stock units are not considered outstanding shares, do not have voting rights, and are excluded from diluted weighted-average shares used to calculate earnings per share until the performance criteria is probable to result in the issuance of contingent shares. Treasury Shares We record treasury stock purchases under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Shares are generally issued from treasury stock at the time of grant of restricted stock awards, upon the exercise of stock options, and upon the vesting of performance shares and performance restricted stock units. On the subsequent issuance of treasury shares, we record proceeds in excess of cost as an increase in additional paid in capital. A deficiency of such proceeds relative to costs would be applied to reduce paid-in-capital associated with prior issuances to the extent available, with the remainder recorded as a charge to retained earnings. We recorded a charge to retained earnings of less than $0.1 million during the three months ended January 31, 2019 . The following table summarizes the treasury stock activity during the three months ended January 31, 2019 : Three Months Ended January 31, 2019 Beginning balance as of November 1, 2018 4,094,785 Restricted stock awards granted (120,300 ) Stock options exercised (3,500 ) Treasury stock repurchases 144,030 Balance at January 31, 2019 4,115,015 |