Shareholders' Equity | 8. Shareholders’ Equity Dividends In 2017, we paid a quarterly cash dividend of $0.075 per common share on April 14, 2017. In 2016, we paid a quarterly dividend of $0.075 per common share on April 15, 2016, July 15, 2016, October 14, 2016, and January 13, 2017. 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, 2017. Stock Repurchase Plan During 2017, 2016 and 2015 we repurchased 81,232 shares, 224,344 shares and 262,219 shares, respectively, of our common stock in the open market at a total cost of $0.2 million, $1.7 million and $3.6 million, respectively. Stock repurchases on the open market, under a Board of Directors authorized plan, were for taxes due on the vesting of employee stock awards. As of February 3, 2018, there are 415,298 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 our common stock at 85 percent of the lower of the fair market value of our 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 2020, 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 2017, 2016 and 2015, the participants acquired 228,562 shares, 145,136 shares and 111,806 shares of common stock at weighted-average per share prices of $1.44, $5.13 and $6.87, respectively. The fair value of Stock Purchase Plan shares was estimated using the Black-Scholes-Merton call option value model with the following weighted-average assumptions for 2017: expected volatility of 61.40 percent, expected dividend yield of 5.47 percent, a risk-free interest rate of 0.62 percent, a present-value discount factor of 1.0 percent and an expected term of six months. Share-based compensation expense for the Stock Purchase Plan was $0.3 million, $0.3 million and $0.3 million in 2017, 2016 and 2015, respectively. We had 15,452 shares authorized and available for grant under the Stock Purchase Plan at February 3, 2018. Our Board of Directors adopted a new Employee Stock Purchase Plan in December 2017, subject to the approval of the plan by our shareholders at our June 19, 2018 annual meeting. Omnibus Plans On January 23, 2018, our Board of Directors (the “Board”) adopted the 2018 Omnibus Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the grant of incentive stock options, non-statutory re-issuance. The following table sets forth the number of awards authorized and available for grant under the 2001 Plan and 2018 Plan at February 3, 2018 (shares in thousands): 2001 Plan 2018 Plan Total awards authorized 12,500 4,100 Awards available for grant 133 4,100 Stock Options Under both of the Omnibus Plans, 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 The following table sets forth the summary of stock option information for the year ended February 3, 2018 (shares in thousands): Number of Shares Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding on January 28, 2017 1,892 $ 6.64 Granted 500 3.72 Exercised - 0.00 Cancelled or forfeited (247 ) 7.11 Outstanding on February 3, 2018 2,145 5.90 6.25 years - Exercisable stock options at February 3, 2018 707 $ 5.49 4.11 years $ - The aggregate intrinsic value in the table above represents the excess of our closing stock price on February 2, 2018, the last business day of our 2017 fiscal year, and ($0.65 per share) over the exercise price, multiplied by the applicable number of in-the-money in-the-money As of February 3, 2018, there was $1.5 million of unrecognized compensation cost related to stock options which are expected to be recognized over a weighted-average period of 1.3 years using the mid-point The fair value of each stock option granted during 2017, 2016 and 2015 was estimated at the date of grant using the Black-Scholes-Merton options pricing model with the following weighted-average assumptions: 2017 2016 2015 Expected term 5.0 years 5.6 years 4.9 years Risk-free interest rate 1.9% 1.6% 1.3% Volatility 43.1% 40.3% 38.5% Dividend yield 8.1% 4.0% 3.1% 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 restricted stock units and performance share awards to eligible participants under the Omnibus Plans. All restricted stock and restricted stock unit awards have restriction periods tied primarily to employment, and all performance share awards have vesting tied to market-based performance and service. Restricted Stock Awards under the Omnibus plans entitle the recipient 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 restricted stock and restricted stock unit awards is based on the service period and vesting generally occurs between three and five years following the date of grant. Unvested awards are forfeited upon termination of employment unless the award agreement provides otherwise. 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 sets forth non-vested Restricted Stock Awards Performance Share Awards Shares Weighted- Average Grant Date Fair Value Shares Weighted- Average Grant Date Fair Value Non-vested 902 $ 8.51 899 $ 10.39 Granted 877 1.77 463 0.80 Vested (121 ) 8.10 - - Cancelled or forfeited (177 ) 6.54 (153 ) 6.75 Non-vested 1,481 $ 4.90 1,209 $ 5.94 Total unrecognized compensation cost $ 2,850 $ 1,584 Weighted-average expected life remaining 1.1 years 0.66 years The total fair value of restricted stock vested was $1.0 million, $3.3 million and $3.0 million during 2017, 2016 and 2015, respectively. No performance awards vested in 2017. The total fair value of performance awards vested was $1.6 million and $4.8 during 2016 and 2015, respectively. 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 were not modified because they participated in the special cash dividend. Share-Based Compensation Expense The following table sets forth the share-based compensation expense for the years ended February 3, 2018, January 28, 2017 and January 30, 2016: 2017 2016 2015 Cost of merchandise sold $ 1,867 $ 2,551 $ 2,118 Selling, general and administrative expenses 3,824 5,372 4,398 Total share-based compensation expense $ 5,691 $ 7,923 $ 6,516 |