XML 68 R14.htm IDEA: XBRL DOCUMENT
v2.4.0.6

Stockholders' Equity | 12 Months Ended
--- | ---
Jan. 31, 2013
Stockholders' Equity | NOTE H — STOCKHOLDERS’ EQUITY Share Repurchase Program In September 2011, the Company’s board of directors authorized a program to repurchase up to two million shares of its common stock. The timing and actual number of shares repurchased will depend upon a number of factors, including market conditions and prevailing stock prices. Share repurchases may take place on the open market, in privately negotiated transactions or by other means, and would be made in accordance with applicable securities laws. Pursuant to the share repurchase program, during fiscal 2012, the Company repurchased 125,000 shares of its common stock for an aggregate purchase price of approximately $2.9 million. Repurchased shares are accounted for as treasury stock at cost and will be held in treasury for future use. The Company did not repurchase any shares during fiscal 2013. The Company’s new credit agreement prohibits the repurchase of shares until February 2014, after which repurchases may be made subject to compliance with certain covenants. Stock Plan As of January 31, 2013, the Company has 967,057 shares available for grant under its stock plan. The plan provides for the grant of equity and cash awards, including stock options, restricted stock awards and other stock unit awards to directors, officers and employees. It is the Company’s policy to grant stock options at prices not less than the fair market value on the date of the grant. Option terms, vesting and exercise periods vary, except that the term of an option may not exceed ten years. Restricted stock unit awards vest over a three to five year period and may include market and performance conditions, including a price vesting performance condition and, in addition, may also require the satisfaction of an earnings after taxes performance target, in addition to the time vesting condition. Stock Options Information regarding all stock options for fiscal 2013, 2012 and 2011 is as follows:
|  | 2013 |  |  | 2012 |  |  | 2011 |
| Shares |  |  | Weighted Average Exercise Price |  |  | Shares |  |  | Weighted Average Exercise Price |  |  | Shares |  |  | Weighted Average Exercise Price |
Stock options outstanding at beginning of year |  |  | 417,722 |  |  | $ | 16.59 |  |  |  | 514,190 |  |  | $ | 14.54 |  |  |  | 817,050 |  |  | $ | 11.23 |
Exercised |  |  | (120,518 | ) |  | $ | 11.82 |  |  |  | (60,668 | ) |  | $ | 10.21 |  |  |  | (339,010 | ) |  | $ | 8.23 |
Granted |  |  | 85,000 |  |  | $ | 28.72 |  |  |  | 40,000 |  |  | $ | 27.13 |  |  |  | 38,000 |  |  | $ | 29.59 |
Cancelled or forfeited |  |  | (150 | ) |  | $ | 18.40 |  |  |  | (75,800 | ) |  | $ | 13.35 |  |  |  | (1,850 | ) |  | $ | 18.40 |
Stock options outstanding at end of year |  |  | 382,054 |  |  | $ | 20.79 |  |  |  | 417,722 |  |  | $ | 16.59 |  |  |  | 514,190 |  |  | $ | 14.54 |
Exercisable |  |  | 224,121 |  |  | $ | 16.89 |  |  |  | 245,556 |  |  | $ | 14.18 |  |  |  | 260,990 |  |  | $ | 12.32 |
The following table summarizes information about stock options outstanding:
Range of Exercise Prices |  | Number Outstanding as of January 31, 2013 |  |  | Weighted Average Remaining Contractual Life |  |  | Weighted Average Exercise Price |  |  | Number Exercisable as of January 31, 2013 |  |  | Weighted Average Exercise Price |
$3.00 - $ 8.00 |  |  | 22,100 |  |  |  | 1.09 |  |  | $ | 6.23 |  |  |  | 22,100 |  |  | $ | 6.23 |
$8.01 - $ 12.00 |  |  | 19,200 |  |  |  | 5.51 |  |  | $ | 10.28 |  |  |  | 12,000 |  |  | $ | 9.80 |
$12.01 - $ 16.00 |  |  | 68,900 |  |  |  | 5.12 |  |  | $ | 13.92 |  |  |  | 56,300 |  |  | $ | 13.78 |
$16.01 - $ 40.00 |  |  | 271,854 |  |  |  | 6.77 |  |  | $ | 24.46 |  |  |  | 133,721 |  |  | $ | 20.60 |
|  |  | 382,054 |  |  |  |  |  |  |  |  |  |  |  | 224,121 |  |  |  |  |
The fair value of stock options was estimated using the Black-Scholes option-pricing model. This model requires the input of subjective assumptions that will usually have a significant impact on the fair value estimate. The following table summarizes the weighted average assumptions used in the Black-Scholes option pricing model for grants in fiscal 2013, 2012 and 2011, respectively:
|  | 2013 |  | 2012 |  | 2011
Expected stock price volatility |  | 58.2% - 68.5% |  | 68.5% |  | 64.1%
Expected lives of options |  |  |  |  |  |
Directors and officers |  | 7 years |  | 7 years |  | 7 years
Employees |  | 6 years |  | 6 years |  | 6 years
Risk-free interest rate |  | 0.3% - 0.6% |  | 1.2% |  | 2.3% - 3.4%
Expected dividend yield |  | 0% |  | 0% |  | 0%
The weighted average volatility for the current period was developed using historical volatility for periods equal to the expected term of the options. The risk-free interest rate was developed using the U.S. Treasury yield curve for periods equal to the expected term of the options on the grant date. An increase in the risk-free interest rate will increase stock compensation expense. The dividend yield is a ratio that estimates the expected dividend payments to shareholders. The Company has not declared a cash dividend and has estimated dividend yield at 0%. The expected term of stock option grants was developed after considering vesting schedules, life of the option, and historical experience. An increase in the expected holding period will increase stock compensation expense. The Company is required to recognize stock-based compensation based on the number of awards that are ultimately expected to vest. As a result, for most awards, recognized stock compensation was reduced for estimated forfeitures prior to vesting primarily based on an historical annual forfeiture rate. Estimated forfeitures will be reassessed in subsequent periods and may change based on new facts and circumstances. The weighted average remaining term for stock options outstanding was 6.1 years at January 31, 2013. The aggregate intrinsic value at January 31, 2013 was $5.8 million for stock options outstanding and $4.3 million for stock options exercisable. The intrinsic value for stock options is calculated based on the exercise price of the underlying awards and the market price of our common stock as of January 31, 2013, the reporting date. Proceeds received from the exercise of stock options were approximately $1.4 million and $0.6 million during the years ended January 31, 2013 and 2012, respectively. The intrinsic value of stock options exercised was $2.6 million and $1.4 million for the years ended January 31, 2013 and 2012, respectively. A portion of this amount is currently deductible for tax purposes. The Company recognized approximately $0.7 million and $0.8 million in compensation expense for the years ended January 31, 2013 and 2012, respectively, related to equity option award grants. As of January 31, 2013, approximately $1.7 million related to unrecognized stock compensation related to unvested option awards (net of estimated forfeitures) is expected to be recognized through the year ending January 31, 2017. The weighted average fair value at date of grant for options granted during fiscal 2013, 2012 and 2011 was $12.06, $12.97 and $18.01 per option, respectively. Restricted Stock
|  | Awards Outstanding |  |  | Weighted Average Grant Date Fair Value |
Unvested as of January 31, 2011 |  |  | 658,882 |  |  | $ | 13.86 |
Granted |  |  | 437,850 |  |  | $ | 30.80 |
Vested |  |  | (162,332 | ) |  | $ | 9.16 |
Canceled |  |  | (8,500 | ) |  | $ | 24.03 |
Unvested as of January 31, 2012 |  |  | 925,900 |  |  | $ | 22.60 |
Granted |  |  | 358,985 |  |  | $ | 35.18 |
Vested |  |  | (226,341 | ) |  | $ | 12.54 |
Canceled |  |  | (1,813 | ) |  | $ | 29.28 |
Unvested as of January 31, 2013 |  |  | 1,056,731 |  |  | $ | 29.01 |
For restricted shares with market conditions, the Company estimates the grant date fair value using a lattice model. This valuation is performed with the assistance of a third party valuation specialist. For restricted shares with no market conditions, shares are valued based on the market price on the date of grant. The Company recognized $7.0 million and $4.4 million in compensation expense for the years ended January 31, 2013 and 2012, respectively, related to restricted stock grants. At January 31, 2013 and 2012, unrecognized costs related to the restricted stock units totaled approximately $21.4 million and $16.0 million, respectively. Stock Warrants In connection with its private placement in July 2006, the Company issued five year warrants to purchase an aggregate of up to 375,000 shares of its Common Stock at an exercise price of $11.00 per share, subject to adjustment upon the occurrence of specified events, including customary weighted average price anti-dilution adjustments. These warrants were exercised on December 30, 2010. As a result, the Company received proceeds of $4.1 million.

X
- Definition The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Research Bulletin (ARB) -Number 43 -Section B -Paragraph 7, 11A -Chapter 1 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Paragraph d -Article 4 Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707 Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 5 -Paragraph 15 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770 Reference 20: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 3, 4, 5, 6, 7, 8 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 21: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Principles Board Opinion (APB) -Number 12 -Paragraph 10 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 22: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690 Reference 23: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Article 4 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration