Stock-Based Compensation | 12 Months Ended |
Jun. 30, 2014 |
Stock-Based Compensation [Abstract] | ' |
Stock-Based Compensation | ' |
8. STOCK-BASED COMPENSATION |
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The Company has two stock-based compensation methods available when determining employee compensation. |
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| -1 | | Long-Term Incentive Compensation Plans | | | | | | | | | | | | |
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Long-Term Incentive Compensation Plan |
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The long-term incentive compensation plan provides for shares of common stock to be awarded to officers and key employees based on performance targets set by the Nominating and Compensation Committee of the Board of Directors (the “Committee”). In December 2013, the Company’s shareholders approved 700,000 shares to be issued under the plan. As of June 30, 2014, no shares have been issued. The Committee selected fully-diluted earnings per share as the performance goal for the three-year performance period July 1, 2013 – June 30, 2016. Stock awards will be issued to participants as soon as practicable following the end of the performance periods subject to Committee approval and verification of results. The compensation cost related to the number of shares to be granted under each performance period is fixed on the grant date, which is the date the performance period begins. |
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The Company recorded expense of $0.5 million for the fiscal year ended June 30, 2014 related to this plan. If the target performance goals would be achieved, the total amount of compensation cost recognized over the requisite service periods (2014-2016) would be $1.1 million. |
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The aggregate number of shares that could be awarded to key executives if the minimum, target or maximum performance goals are met is as follows: |
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(in thousands) | | | | | | | | | | | | |
Performance Period | | Minimum | | Target | | | Maximum | | | | | | | |
Fiscal Year 2014 - 2016 | | 16 | | | 47 | | | 90 | | | | | | | |
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2007 Long-Term Management Incentive Plan (2007 Plan) |
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The plan provides for shares of common stock and cash to be awarded to officers and key employees based on performance targets set by the Nominating and Compensation Committee of the Board of Directors (the “Committee”). The Company’s shareholders approved 500,000 shares to be issued under the plan. Due to the adoption of the Long-Term Incentive Compensation Plan in December 2013, no additional shares can be awarded under the 2007 Plan. As of June 30, 2014, 189,030 shares have been issued. The Committee selected consolidated operating results for organic net sales growth and fully-diluted earnings per share for the three-year performance periods beginning July 1, 2011 and ending on June 30, 2014 and beginning July 1, 2012 and ending on June 30, 2015. The Committee has also specified that payouts, if any, for awards earned in these performance periods will be 60% stock and 40% cash. Awards will be paid to participants as soon as practicable following the end of the performance periods subject to Committee approval and verification of results. The compensation cost related to the number of shares to be granted under each performance period is fixed on the grant date, which is the date the performance period begins. The compensation cost related to the cash portion of the award is re-measured based on the equity award’s estimated fair value at the end of each reporting period. The accrual is based on the probable outcomes of the performance conditions. The short-term portion of the recorded cash award payable is classified within current liabilities, payroll and related items, and the long-term portion of the recorded cash award payable is classified within other long-term liabilities in the consolidated balance sheets. As of June 30, 2014 and 2013, the Company has recorded the cash-portion of awards payable of $0.6 million within current liabilities and $0.4 million within long-term liabilities. For the fiscal years ended June 30, 2014, 2013 and 2012, the Company recorded expense of $0.9 million, $1.2 million and $1.8 million, respectively. |
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For the fiscal years 2012 – 2014 awards, based on the Company’s performance during the period, $1.0 million of compensation expense has been recognized over the requisite service periods. If the target performance goals would be achieved for the fiscal years 2013-2015 awards, the amount of compensation cost recognized over the requisite service periods would be $1.0 million based on the fair values at June 30, 2014. |
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The aggregate number of shares and cash that could be awarded to key executives if the minimum, target or maximum performance goals are met is as follows: |
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(in thousands) | | Minimum | | Target | | Maximum |
Performance Period | | Shares | | Cash | | Shares | | Cash | | Shares | | Cash |
Fiscal Year 2012 - 2014 | | 8 | | $ | 298 | | 22 | | $ | 853 | | 35 | | $ | 1,365 |
Fiscal Year 2013 - 2015 | | 8 | | $ | 333 | | 23 | | $ | 951 | | 36 | | $ | 1,522 |
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| -2 | | Stock Plans | | | | | | | | | | | | |
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Omnibus Stock Plan |
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The Omnibus Stock Plan is for key employees, officers and directors and provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and performance units. In December 2013, the Company’s shareholders approved 700,000 shares to be issued under the plan. The options are exercisable up to 10 years from the date of grant. It is the Company’s policy to issue new shares upon exercise of stock options. The Company accepts shares of the Company’s common stock as payment for the exercise price of options. These shares received as payment are retired upon receipt. |
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In fiscal year 2014, the Company issued options for 57,450 common shares at a weighted average exercise price of $27.49 (the fair market value on the date of grant). The options were immediately available for exercise. For fiscal year ended June 30, 2014, the Company recorded expense of $0.4 million. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in fiscal year 2014 under this plan; dividend yield of 2.2%; expected volatility of 32.6%; risk-free interest rate of 1.5%; and an expected life of 5 years. The expected volatility and expected life are determined based on historical data. The weighted-average grant date fair value of stock options granted during fiscal year 2014 was $6.63. The cash proceeds from stock options exercised were $0.1 million for fiscal years ended 2014. At June 30, 2014, 641,550 shares were available for future grants. |
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2002, 2006 and 2009 Stock Option Plans |
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The stock option plans were for key employees, officers and directors and provide for granting incentive and nonqualified stock options. Under the plans, options were granted at an exercise price equal to the fair market value of the underlying common stock at the date of grant and exercisable for up to 10 years. All options were exercisable when granted. Due to the adoption of the Omnibus Stock Plan in December 2013, no additional options can be granted under the 2002, 2006 and 2009 stock option plans. |
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There were no options granted and no expense was recorded under these Plans during the fiscal year ended June 30, 2014. For fiscal years ended June 30, 2013 and 2012, the Company issued options for 89,300 and 82,500 common shares at weighted average exercise prices of $20.31 and $13.87 (the fair market value on the date of grant), respectively. The options were immediately available for exercise. The Company recorded compensation expense of $0.5 million and $0.3 million during fiscal years ended 2013 and 2012, respectively. |
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The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in fiscal 2013 and 2012, respectively; dividend yield of 2.5% and 2.9%; expected volatility of 35.4% and 34.4%; risk-free interest rate of 0.8% and 0.9%; and an expected life of 5, respectively. The expected volatility and expected life are determined based on historical data. |
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The weighted-average grant date fair value of stock options granted during fiscal years 2013 and 2012 was $5.06 and $3.11, respectively. The cash proceeds from stock options exercised were $2.3 million, $1.1 million and $0.9 million, respectively, for fiscal years ended 2014, 2013 and 2012. The income tax benefit related to the exercise of stock options was $0.4 million, $0.2 million and $0.1 million for fiscal years ended 2014, 2013 and 2012, respectively. |
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A summary of the status of the Company’s stock option plans as of June 30, 2014, 2013 and 2012 and the changes during the years then ended is presented below: |
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| | Shares | | | Weighted Average | | | Intrinsic Value | | | | | | | |
| | (in thousands) | | | Exercise Price | | | (in thousands) | | | | | | | |
Outstanding and exercisable at June 30, 2012 | | 818 | | $ | 13.94 | | $ | 4,783 | | | | | | | |
Granted | | 89 | | | 20.31 | | | | | | | | | | |
Exercised | | -109 | | | 13.38 | | | | | | | | | | |
Canceled | | -11 | | | 16.09 | | | | | | | | | | |
Outstanding and exercisable at June 30, 2013 | | 787 | | | 14.71 | | $ | 7,609 | | | | | | | |
Granted | | 58 | | | 27.49 | | | | | | | | | | |
Exercised | | -292 | | | 15.55 | | | | | | | | | | |
Canceled | | -29 | | | 19.35 | | | | | | | | | | |
Outstanding and exercisable at June 30, 2014 | | 524 | | $ | 15.39 | | $ | 9,403 | | | | | | | |
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The following table summarizes information for options outstanding and exercisable at June 30, 2014: |
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| | | | | Weighted Average | | | | | | | |
| Range of | | Options | | Remaining | | | Exercise | | | | | | | |
| Prices | | Outstanding | | Life (Years) | | | Price | | | | | | | |
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$ | 6.81 - 8.55 | | 93 | | 5.0 | | $ | 7.73 | | | | | | | |
| 12.35-13.90 | | 153 | | 4.4 | | | 12.93 | | | | | | | |
| 14.40 - 17.23 | | 150 | | 3.1 | | | 15.83 | | | | | | | |
| 19.21 - 27.57 | | 128 | | 8.8 | | | 23.33 | | | | | | | |
$ | 6.81 – 27.57 | | 524 | | 5.2 | | | 15.39 | | | | | | | |
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