Shareholders' Equity | 8. Shareholders’ Equity Dividend In 2015, we paid a special cash dividend of $5.00 per common share on February 27, 2015 and four quarterly dividends of $0.075 per common share on April 17, 2015, July 17, 2015, October 16, 2015, and January 15, 2016. In 2014, we paid a quarterly dividend of $0.05 per common share on April 18, 2014 and a quarterly dividend of $0.075 per common share on July 18, 2014, October 17, 2014 and January 16, 2015. In 2013, we paid a quarterly dividend of $0.05 per common share on July 19, 2013, October 18, 2013 and January 17, 2014. Stock Repurchase Plan During 2015, 2014 and 2013, we repurchased 262,219 shares, 320,081 shares and 87,742 shares of our common stock in the open market at a total cost of $3.6 million, $4.1 million and $1.1 million, respectively. Stock repurchases on the open market, under a Board of Directors authorized plan, for taxes due on the vesting of employee stock awards during 2015, 2014 and 2013 included 262,219 shares, 216,729 shares and 87,742 shares, respectively. As of January 30, 2016, there are 720,874 shares which can be repurchased pursuant to the Board of Directors’ current authorization. Employee Stock Purchase Plan We have an Employee Stock Purchase Plan (the “Stock Purchase Plan”) whereby all employees who complete six months of employment and who work on a full-time basis or are regularly scheduled to work more than 20 hours per week are eligible to participate in the Stock Purchase Plan. Participants in the Stock Purchase Plan may purchase shares of the Company’s common stock at 85% of the lower of the fair market value of the Company’s stock determined at either the beginning or the end of each semi-annual option period. Shares eligible under the Stock Purchase Plan, which is effective for the years 1997 through 2016, are limited to 2.9 million shares in the aggregate, with no more than 200,000 shares being made available in each calendar year, excluding carryover from previous years. In 2015, 2014 and 2013, the participants acquired 111,806 shares, 64,839 shares and 82,705 shares of common stock at weighted-average per share prices of $6.87, $11.72 and $8.38, respectively. The fair value of Stock Purchase Plan shares was estimated using the Black-Scholes call option value method with the following weighted-average assumptions for 2015: expected volatility of 30.8%, expected dividend yield of 2.5%, a risk-free interest rate of 0.1%, a present-value discount factor of 1.0% and an expected term of six months. Share-based compensation expense for the Stock Purchase Plan was $0.3 million, $0.2 million and $0.2 million in 2015, 2014 and 2013, respectively. We had 389,150 shares authorized and available for grant under the Stock Purchase Plan at January 30, 2016. Omnibus Plan Our Omnibus Plan provides that shares of common stock may be granted to certain Key Employees, Non-Employee Directors, and Advisor Participants, as defined, through non-qualified stock options, incentive stock options, stock appreciation rights, performance awards, restricted stock, or any other award made under the terms of the plan. The Board of Directors, or a committee to which it delegates authority, determines the exercise price and all other terms of all grants. The shares will be issued from authorized and unissued shares of our common stock. Expired and forfeited awards become available for re-issuance. Vesting and exercise are contingent on continued employment. The following table presents the number of awards authorized and available for grant under the Omnibus Plan at January 30, 2016 (shares in thousands): Shares Total awards authorized 10,500 Awards available for grant 2,832 Stock Options In accordance with the Omnibus Plan, the exercise price of an option cannot be less than the fair value on the grant date. In general, for awards granted prior to 2014, one-third of the awards vest on each of the third, fourth and fifth anniversary dates of grant. Awards granted subsequent to 2013 generally vest monthly in equal amounts over a five-year period. The awards expire seven to ten years after the date of grant. A summary of stock option information for the year ended January 30, 2016 is as follows (shares in thousands): Number of Weighted- Weighted-Average Aggregate Outstanding at January 31, 2015 877 $ 7.50 Granted 25 9.71 Exercised (167 ) 3.61 Cancelled or forfeited (39 ) 8.44 Special cash dividend adjustment 378 N/A Outstanding at January 30, 2016 1,074 $ 5.48 4.7 years $ 2,227 Exercisable stock options at January 30, 2016 977 $ 5.14 4.6 years $ 2,227 The aggregate intrinsic value in the table above represents the excess of our closing stock price on January 30, 2016 ($7.36 per share) over the exercise price, multiplied by the applicable number of in-the-money options. This amount changes based on the fair market value of our common stock. There were 925,932 in-the-money options outstanding and exercisable at January 30, 2016. As of January 30, 2016, there was $0.2 million of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 1.2 years using the mid-point method. The weighted-average grant-date fair value of options granted was $2.50, $4.57 and $7.39 during 2015, 2014, and 2013, respectively. The total intrinsic value of stock options exercised was $0.9 million, $0.3 million and $2.3 million during 2015, 2014 and 2013, respectively. The total tax benefit realized from the exercise of stock options was $0.2 million, $0.1 million and $0.5 during 2015, 2014 and 2013, respectively. The fair value of each stock option granted during 2015, 2014 and 2013 was estimated at the date of grant using the Black-Scholes options pricing model with the following weighted-average assumptions: 2015 2014 2013 Expected term 4.9 years 4.4-5.3 years 5.2 years Risk-free interest rate 1.3 % 1.5% to 1.8% 1.8 % Volatility 38.5 % 43.6%-52.9% 64.4 % Dividend yield 3.1 % 2.2%-2.5% 1.4 % The expected volatility is based on the historical volatility of our stock price over assumed expected terms. The risk-free interest rate is estimated from yields of U.S. Treasury instruments of varying maturities with terms consistent with the expected terms of the options. The expected term of an option is calculated from a lattice model using historical employee exercise data. In February 2015, as a result of paying a special cash dividend, all outstanding stock options were modified to decrease the exercise price and increase the number of options in order to maintain the original grant fair value. No incremental stock compensation expense resulted from the modification. Restricted Stock and Performance Share Awards We have issued restricted stock and performance share awards to eligible Key Employees, Non-Employee Directors, and Advisor Participants, as defined in the Omnibus Plan. All restricted stock awards have restriction periods tied primarily to employment, and all performance share awards have vesting tied to market-based performance and service. Shares awarded under the Omnibus Plan entitle the shareholder to all rights of common stock ownership except that the shares may not be sold, transferred, pledged, exchanged or otherwise disposed of during the restriction period. Vesting for most awards is based on the service period and vesting generally occurs between three and five years following the date of grant. Unvested shares are forfeited upon termination of employment. The total value of share-based compensation expense for restricted stock is based on the closing price of our common stock on the date of grant. The fair value of the market-based performance share awards was determined using a Monte-Carlo simulation model. Performance share awards provide the right to receive a share award at the end of a specified period in which a performance goal based on total shareholder return has been established. The following table summarizes non-vested stock activity for the year ended January 30, 2016, respectively (shares in thousands): Restricted Stock Awards Performance Share Awards Shares Weighted- Shares Weighted- Non-vested at January 31, 2015 738 $ 11.59 540 $ 15.28 Granted 378 10.54 486 14.34 Vested (280 ) 10.75 (469 ) 10.17 Cancelled or forfeited (139 ) 11.59 (199 ) 11.75 Special cash dividend adjustment — N/A 234 N/A Non-vested at January 30, 2016 697 $ 11.36 592 $ 12.58 Total unrecognized compensation cost $ 4,642 $ 4,323 Weighted-average expected life remaining 1.1 years 0.9 years The total fair value of restricted stock vested was $3.0 million, $2.9 million and $2.8 million 2015, 2014, and 2013, respectively. The total fair value of performance awards vested was $4.8 million and $8.6 during 2015 and 2014, respectively. There were no performance awards vested in 2013. In February 2015, as a result of paying a special cash dividend, all outstanding performance share awards were modified to increase the number of shares in order to maintain the original grant fair value. No incremental stock compensation expense resulted from the modification. The restricted stock awards did not require modification because they participated in the special cash dividend. Share-Based Compensation Expense For the years ended January 30, 2016, January 31, 2015 and February 1, 2014, share-based compensation expense was recorded as follows: 2015 2014 2013 Cost of merchandise sold $ 2,118 $ 2,765 $ 2,548 Selling, general and administrative expenses 4,398 4,831 4,743 Total share-based compensation expense $ 6,516 $ 7,596 $ 7,291 The total tax benefit recognized in the Consolidated Statements of Income related to share-based compensation expense was $2.5 million, $2.9 million and $2.8 million for 2015, 2014 and 2013, respectively. |