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Share-Based Compensation
12 Months Ended
Jan. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

11. Share-Based Compensation

The Company’s 2017 Stock Incentive Plan (the “2017 Plan”) authorized up to 10,000,000 common shares, which can be granted as restricted stock, RSU’s, PSU’s, incentive stock options, nonqualified stock options, SAR’s and stock grant awards. As of January 31, 2020, there were 8,718,500 common shares available to grant under the 2017 Plan.

The Company’s 2008 Stock Incentive Plan (the “2008 Plan”) authorized up to 10,000,000 common shares, which can be granted as RSU’s, unrestricted shares, incentive stock options, nonqualified stock options, PSU’s or SAR’s. As of January 31, 2020, there were 4,938,376 common shares available to grant under the 2008 Plan. Pursuant to the terms of the 2008 Plan, certain awards may not be granted after February 25, 2018. Awards under the 2017 Plan and the 2008 Plan generally expire seven or ten years from the date of grant, thirty days after termination of employment or six months after the date of death or termination due to disability of the grantee.

Beginning in fiscal 2018, the Company elected to account for forfeitures as they occur rather than estimate the expected forfeitures.

Share-based compensation expense, included in “Selling, general and administrative expenses” in the Consolidated Statements of Income, for the fiscal years ended January 31, 2020, 2019 and 2018 was as follows:

 

 

 

Fiscal Year Ended January 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Stock Options

 

$

1,737

 

 

$

1,854

 

 

$

897

 

Stock Appreciation Rights

 

 

 

 

 

4

 

 

 

142

 

Performance Stock Units (1)

 

 

3,483

 

 

 

2,463

 

 

 

3,562

 

Restricted Stock Units

 

 

15,889

 

 

 

13,783

 

 

 

9,916

 

Total

 

$

21,109

 

 

$

18,104

 

 

$

14,517

 

 

 

(1)

Includes: (i) the reversal of $803 of previously recognized compensation expense in fiscal 2020, related to 54,356 PSU’s that will not vest as the achievement of the related performance target is not probable; (ii) the reversal of $4,213 of previously recognized compensation expense in fiscal 2019, related to 313,077 PSU’s that will not vest as the achievement of the related performance target is not probable; and (iii) the reversal of $11,515 of previously recognized compensation expense in fiscal 2018, related to 871,779 PSU’s that will not vest as the achievement of the related performance target is not probable.

The total tax benefit associated with share-based compensation expense for the fiscal years ended January 31, 2020, 2019 and 2018 was $5,230, $4,465 and $5,438, respectively. The tax benefit realized from share-based compensation for the fiscal years ended January 31, 2020, 2019 and 2018 was $4,425, $8,309 and $1,753, respectively.

Stock Options

The Company may grant stock options that generally vest over a period of one year. Stock options become exercisable over the vesting period in installments determined by the Company, which can vary depending upon each individual grant. Stock options granted to non-employee directors generally vest over a period of one year.

A Black-Scholes model was used to estimate the fair value of stock options granted in the fiscal years ended January 31, 2020 and 2019. A Monte Carlo simulation was used to estimate the fair value of stock options granted in the fiscal year ended January 31, 2018. A different model was used to value fiscal 2020 and 2019 grants due to changes in grant provisions under the 2017 Plan. Both models use assumptions including the risk-free rate of interest, expected volatility of the Company’s stock price and expected life of the awards. The Company uses historical data on exercise timing to determine the expected life assumption. The risk-free rate of interest for periods within the contractual life of the award is based on U.S. Government Securities Treasury Constant Maturities over the expected term of the equity instrument. The expected volatility is based on a weighted-average of the implied volatility and the Company’s most recent historical volatility. The following weighted-average assumptions were used in the models to estimate the fair value of stock options at the date of grant:

 

 

 

Fiscal Year Ended January 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Expected life, in years

 

 

5.3

 

 

 

5.4

 

 

 

3.4

 

Risk-free interest rate

 

 

1.9

%

 

 

2.8

%

 

 

1.6

%

Volatility

 

 

37.6

%

 

 

35.6

%

 

 

40.2

%

Dividend rate

 

 

 

 

 

 

 

 

 

 

The following table summarizes the Company’s stock option activity for the fiscal year ended January 31, 2020:

 

 

 

Shares

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Contractual

Terms

(years)

 

 

Aggregate

Intrinsic

Value

 

Awards outstanding at beginning of year

 

 

610,000

 

 

$

35.55

 

 

 

3.9

 

 

$

2,007

 

Granted

 

 

160,000

 

 

 

23.74

 

 

 

 

 

 

 

 

 

Exercised

 

 

(40,000

)

 

 

24.37

 

 

 

 

 

 

 

 

 

Forfeited or Expired

 

 

(60,000

)

 

 

40.65

 

 

 

 

 

 

 

 

 

Awards outstanding at end of year

 

 

670,000

 

 

 

32.94

 

 

 

3.9

 

 

$

964

 

Awards outstanding fully vested and expected to vest

 

 

670,000

 

 

 

32.94

 

 

 

3.9

 

 

$

964

 

Awards exercisable at end of year

 

 

510,000

 

 

$

35.83

 

 

 

3.2

 

 

$

666

 

 

The following table summarizes other information related to stock options during the years ended January 31, 2020, 2019 and 2018:

 

 

 

Fiscal Year Ended January 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Weighted-average grant date fair value—per share

 

$

8.67

 

 

$

17.12

 

 

$

5.37

 

Intrinsic value of awards exercised

 

$

307

 

 

$

4,369

 

 

$

 

Net cash proceeds from the exercise of stock options

 

$

974

 

 

$

13,618

 

 

$

 

 

Total unrecognized compensation cost of stock options granted but not yet vested, as of January 31, 2020, was $471, which is expected to be recognized over the weighted-average period of 0.3 year.

Stock Appreciation Rights

The Company may grant SAR’s that generally vest over a five year period. Each vested SAR entitles the holder the right to the differential between the value of the Company’s common share price at the date of exercise and the value of the Company’s common share price at the date of grant. There were no SAR’s granted during the fiscal years ended January 31, 2020, 2019 and 2018.

The following table summarizes the Company’s SAR activity for the fiscal year ended January 31, 2020:

 

 

 

Awards

 

 

Weighted-

Average

Exercise

Price

 

 

Weighted-

Average

Remaining

Contractual

Term

(years)

 

 

Aggregate

Intrinsic

Value

 

Awards outstanding at beginning of year

 

 

10,000

 

 

$

37.34

 

 

 

1.7

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or Expired

 

 

(10,000

)

 

 

37.34

 

 

 

 

 

 

 

 

 

Awards outstanding at end of year

 

 

 

 

 

 

 

 

 

 

$

 

Awards outstanding fully vested and expected to vest

 

 

 

 

 

 

 

 

 

 

$

 

Awards exercisable at end of year

 

 

 

 

 

 

 

 

 

 

$

 

 

The following table summarizes other information related to SAR’s during the years ended January 31, 2020, 2019 and 2018:

 

 

 

Fiscal Year Ended January 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Intrinsic value of awards exercised

 

$

 

 

$

1,451

 

 

$

5

 

 

There were no unrecognized compensation costs of SAR’s granted, but not yet vested, as of January 31, 2020. 

Performance Stock Units

The Company may grant PSU’s that vest based on the achievement of various company performance targets and external market conditions. The fair value of the PSU’s awarded during fiscal 2020 equaled the stock price on the date of the grant. The fair value of the PSU’s awarded during fiscal 2019 and 2018 was determined using a Monte Carlo simulation. A Monte Carlo simulation uses assumptions including the risk-free interest rate, expected volatility of the Company’s stock price and expected life of the awards. A different methodology was used to value fiscal 2020 grants due to the removal of certain conditions in the grant provisions. The Company makes certain estimates about the number of awards that will vest. Once the Company determines that it is probable that the performance targets will be met, compensation expense is recorded for these awards. If any of these performance targets are not met, the awards are forfeited. Each PSU is equal to one common share with varying maximum award value limitations. PSU’s typically vest over a two to five-year period.

The following table summarizes the Company’s PSU activity for the fiscal year ended January 31, 2020:

 

 

 

Shares

 

 

Weighted-

Average

Fair Value

 

Non-vested awards outstanding at beginning of year

 

 

1,355,627

 

 

$

22.45

 

Granted

 

 

140,000

 

 

 

30.19

 

Vested

 

 

(139,999

)

 

 

26.21

 

Forfeited

 

 

(613,162

)

 

 

20.75

 

Non-vested awards outstanding at end of year

 

 

742,466

 

 

$

24.60

 

 

The weighted-average grant date fair value of PSU’s awarded during the fiscal years ended January 31, 2020, 2019 and 2018 was $30.19, $34.76 and $23.38, per share, respectively. Unrecognized compensation cost related to unvested PSU’s as of January 31, 2020 was $4,468, which is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

The Company may grant RSU’s that vest based on the achievement of specified service conditions. RSU’s typically vest over a two to five-year period.

The following table summarizes the Company’s RSU activity for the fiscal year ended January 31, 2020:

 

 

 

Shares

 

 

Weighted-

Average

Fair Value

 

Non-vested awards outstanding at beginning of year

 

 

1,378,834

 

 

$

30.82

 

Granted

 

 

868,000

 

 

 

29.92

 

Vested

 

 

(408,159

)

 

 

26.80

 

Forfeited

 

 

(183,334

)

 

 

33.58

 

Non-vested awards outstanding at end of year

 

 

1,655,341

 

 

$

31.03

 

 

The weighted-average grant date fair value of RSU’s awarded during the fiscal years ended January 31, 2020, 2019 and 2018 was $29.92, $36.55 and $26.01, per share, respectively. The aggregate grant date fair value of RSU’s vested during the fiscal years ended January 31, 2020 and 2019 was $26.80 and $26.86, respectively. No RSU’s vested during the fiscal year ended January 31, 2018. Unrecognized compensation costs related to unvested RSU’s as of January 31, 2020, was $23,209, which is expected to be recognized over a weighted-average period of 2.0 years.