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STOCK-BASED COMPENSATION
6 Months Ended
Jul. 31, 2018
STOCK-BASED COMPENSATION  
STOCK-BASED COMPENSATION

 

NOTE 10 — STOCK-BASED COMPENSATION

 

The Company’s board of directors may make awards under the 2011 Stock Plan (the “Stock Plan”) to officers, directors and key employees. Awards may include incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), and restricted or unrestricted stock. All stock options awarded under the Stock Plan shall have an exercise price per share at least equal to the common stock’s market value per share at the date of grant. ISOs shall have a term no longer than ten years; NSOs may have up to a ten-year term. In the past, stock options typically became exercisable one year from the date of award. Commencing in January 2018, stock options were awarded with three-year vesting schedules. As of July 31, 2018, there were approximately 1.8 million shares of the Company’s common stock reserved for issuance under the Company’s stock plans. This number includes 770,500 shares of the Company’s common stock available for future awards including 750,000 shares that were reserved for issuance under the Stock Plan with approval by the stockholders in June 2018.

 

Summaries of stock option activity under the Company’s stock plans for the six months ended July 31, 2018 and 2017, along with corresponding weighted average per share amounts, are presented below (shares in thousands):

 

 

 

Shares

 

Exercise
Price

 

Remaining
Term (years)

 

Fair Value

 

Outstanding, February 1, 2018

 

889

 

$

44.83

 

7.91

 

$

11.74

 

Granted

 

97

 

$

37.60

 

 

 

 

 

Exercised

 

(1

)

$

17.33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, July 31, 2018

 

985

 

$

44.15

 

7.65

 

$

11.45

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable, July 31, 2018

 

712

 

$

44.50

 

6.92

 

$

11.76

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

Exercise
Price

 

Remaining
Term (years)

 

Fair Value

 

Outstanding, February 1, 2017

 

707

 

$

39.04

 

7.82

 

$

10.22

 

Granted

 

125

 

$

63.58

 

 

 

 

 

Exercised

 

(80

)

$

30.48

 

 

 

 

 

Forfeited

 

(10

)

$

71.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding, July 31, 2017

 

742

 

$

43.66

 

7.79

 

$

11.56

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable, July 31, 2017

 

462

 

$

28.84

 

6.72

 

$

7.75

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The changes in the number of non-vested options to purchase shares of common stock for the six months ended July 31, 2018 and 2017, and the weighted average fair value per share for each number, are presented below (shares in thousands):

 

 

 

Shares

 

Fair Value

 

Non-vested, February 1, 2018

 

302

 

$

13.55

 

Granted

 

97

 

$

8.74

 

Vested

 

(125

)

$

16.19

 

 

 

 

 

 

 

 

Non-vested, July 31, 2018

 

274

 

$

10.64

 

 

 

 

 

 

 

 

 

 

 

Shares

 

Fair Value

 

Non-vested, February 1, 2017

 

270

 

$

14.93

 

Granted

 

125

 

$

16.19

 

Vested

 

(105

)

$

9.66

 

Forfeited

 

(10

)

$

19.14

 

 

 

 

 

 

 

 

Non-vested, July 31, 2017

 

280

 

$

17.83

 

 

 

 

 

 

 

 

 

In April 2018 and pursuant to terms of the Stock Plan, the Company awarded performance-based restricted stock units to two senior executives covering up to 36,000 shares of common stock plus a number of shares to be determined based on the amount of cash dividends deemed paid on shares earned pursuant to the awards. The release of the stock restrictions depends on the total shareholder return performance of the Company’s common stock measured against the performance of a peer-group of common stocks over a three-year period.

 

Compensation expense related to stock awards was $0.3 million and $1.2 million for the three months ended July 31, 2018 and 2017, respectively, and was $0.9 million and $2.3 million for the six months ended July 31, 2018 and 2017, respectively. At July 31, 2018, there was $3.0 million in unrecognized compensation cost related to outstanding stock awards that the Company expects to expense over the next three years. The total intrinsic value of the stock options exercised during the six months ended July 31, 2017 was $2.8 million. The total intrinsic value of the stock options exercised during the six months ended July 31, 2018 was not material. At July 31, 2018, the aggregate market value amounts of the shares of common stock subject to outstanding and exercisable stock options, that were “in-the-money” as of July 31, 2018, exceeded the aggregate exercise prices of such options by $4.2 million and $4.1 million, respectively.

 

The Company estimates that the weighted average fair value of stock options on the date of award using a Black-Scholes option pricing model, which was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Company believes that its stock option exercise activity is sufficient to provide it with a reasonable basis upon which to estimate the expected life of newly awarded stock options. The fair values of stock options granted during the periods presented below were estimated on the corresponding dates of award using the Black-Scholes option-pricing model based on the following weighted average assumptions:

 

 

 

Six Months Ended July 31,

 

 

 

2018

 

2017

 

Dividend yield

 

2.7

%

1.1

%

Expected volatility

 

36.0

%

36.0

%

Risk-free interest rate

 

2.0

%

1.6

%

Expected life (in years)

 

3.3

 

3.4