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Equity
12 Months Ended
May 31, 2020
Equity  
Equity

5. Equity

Stock-Based Compensation

We have granted stock-based awards under the AAR CORP. 2013 Stock Plan (the “2013 Stock Plan”) and the AAR CORP. Stock Benefit Plan (“Stock Benefit Plan”) each of which has been approved by our stockholders. No further awards will be made under the Stock Benefit Plan. Under the 2013 Stock Plan, we are authorized to issue stock options to employees and non-employee directors that allow the grant recipients to purchase shares of common stock at a price not less than the fair market value of the common stock on the date of grant. Generally, stock options awarded expire ten years from the date of grant and are exercisable in three annual increments commencing one year after the date of grant. In addition to stock options, the 2013 Stock Plan also provides for the grant of time-based restricted stock awards and performance-based restricted stock awards. The number of performance-based awards earned, subject to vesting, is based on achievement of certain Company-wide or segment financial goals or stock price targets. The 2013 Stock Plan also provides for the grant of stock appreciation units and restricted stock units; however, to date, no such awards have been granted.

Restricted stock grants (whether time-based or performance-based) are designed, among other things, to align employee interests with the interests of stockholders and to encourage the recipient to build a career with us. Restricted stock typically vests over periods of one to five years from the date of grant. Restricted stock grants may be performance-based with vesting to occur over periods of three to five years. All restricted stock that has been granted and, if performance-based, earned according to performance criteria carries full dividend and voting rights, regardless of whether it has vested.

Substantially all stock options and restricted stock are subject to forfeiture prior to vesting if the employee’s employment terminates for any reason other than death, disability or retirement. Since inception, a total of 11,149,000 shares have been granted under the Stock Benefit Plan. We have granted a total of 3,656,000 shares under the 2013 Stock Plan. All future stock awards will be made under the 2013 Stock Plan. There were 646,088 shares available for grant under the 2013 Stock Plan as of May 31, 2020.

5. Equity (Continued)

Stock Options

During fiscal 2020, 2019, and 2018, we granted stock options with respect to 414,460 shares, 300,240 shares and 463,140 shares, respectively. The weighted average fair value per share of stock options granted during fiscal 2020, 2019 and 2018 was $10.30, $13.60 and $9.29, respectively. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions:

Stock Options Granted

 

In Fiscal Year

 

    

2020

    

2019

    

2018

 

Risk-free interest rate

1.9

%  

2.7

%   

1.8

Expected volatility of common stock

 

32.0

%  

30.8

%  

31.7

%

Dividend yield

 

0.8

%  

0.6

%  

0.9

%

Expected option term in years

 

4.5

4.5

4.3

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected volatility is based on historical volatility of our common stock, and the expected option term represents the period of time that the stock options granted are expected to be outstanding based on historical exercise trends. The dividend yield represents our anticipated cash dividends at the grant date over the expected option term.

A summary of stock option activity for the three years ended May 31, 2020 consisted of the following (shares in thousands):

2020

2019

2018

Weighted

Weighted

Weighted

Average

Average

Average

    

Shares

    

Exercise Price

    

Shares

    

 Exercise Price

    

Shares

    

Exercise Price

Outstanding at beginning of year

1,777

$

30.37

2,082

$

26.72

2,334

$

23.02

Granted

 

414

$

37.66

 

300

$

47.84

 

463

$

35.33

Exercised

 

(300)

$

24.99

 

(571)

$

25.56

 

(704)

$

20.04

Cancelled

 

(40)

$

36.72

 

(34)

$

42.02

 

(11)

$

29.50

Outstanding at end of year

 

1,851

$

32.74

 

1,777

$

30.37

 

2,082

$

26.72

Options exercisable at end of year

 

1,133

$

28.32

 

981

$

25.28

 

883

$

23.81

The total fair value of stock options that vested during fiscal 2020, 2019, and 2018 was $3.7 million, $5.6 million, and $4.9 million, respectively. The total intrinsic value of stock options exercised during fiscal 2020, 2019, and 2018 was $6.2 million, $12.2 million, and $14.2 million, respectively. The aggregate intrinsic value of options outstanding was $0.5 million and $6.7 million as of May 31, 2020 and 2019, respectively. The tax benefit realized from stock options exercised during fiscal 2020, 2019, and 2018 was $2.1 million, $2.7 million, and $2.9 million, respectively. Expense recognized in selling, general and administrative expenses for stock options during fiscal 2020, 2019, and 2018 was $3.9 million, $4.1 million, and $5.1 million, respectively. As of May 31, 2020, we had $4.2 million of unrecognized compensation expense related to stock options that will be amortized over an average period of 1.3 years.

5. Equity (Continued)

Restricted Stock

We provide executives and other key employees an opportunity to be awarded performance-based and time- based restricted stock. The performance-based awards are contingent upon the achievement of certain objectives, which generally include cumulative income, average return on capital, and relative total shareholder return over a three-year performance period. During fiscal 2020, 2019, and 2018, we granted 52,475, 43,680, and 108,440 of performance-based restricted shares, respectively. Time-based restricted shares of 56,535, 46,470, and 24,425 were granted to executives and key employees during fiscal 2020, 2019, and 2018, respectively. We also award time-based restricted stock to our non-employee directors as part of their annual compensation. Time-based restricted shares of 44,123, 29,128, and 55,000 were granted to members of the Board of Directors during fiscal 2020, 2019, and 2018, respectively.

The fair value of restricted shares is the market value of our common stock on the date of grant. Expense recognized in selling, general and administrative expenses for all restricted share programs during fiscal 2020, 2019, and 2018 was $3.4 million, $9.4 million, and $10.2 million, respectively.

Restricted share activity during fiscal 2020 was as follows (shares in thousands):

    

    

Weighted Average

Number of

Fair Value

    

Shares

    

on Grant Date

Nonvested at May 31, 2019

 

532

$

31.70

Granted

 

279

$

19.44

Vested

 

(412)

$

25.27

Forfeited

 

(14)

$

37.02

Nonvested at May 31, 2020

 

385

$

31.70

As of May 31, 2020 we had $2.5 million of unearned compensation related to restricted shares that will be amortized to expense over a weighted average period of 1.6 years.

Stockholder Rights Plan

Pursuant to a limited duration stockholder rights plan adopted in 2020, each outstanding share of our common stock carries with it a right to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock (a “Preferred Share”) for $100.00 (the “Exercise Price”). The rights become exercisable when certain specified events occur, including the acquisition of 10% (or 20% in the case of passive investors who are eligible to, and do, report their holdings on Schedule 13G with the SEC) or more of the common stock by a person or group (an "Acquiring Person") or the commencement of a tender or exchange offer for 10% or more of the common stock without the approval of the Board of Directors.

In the event that an Acquiring Person acquires 10% or more of the common stock, or if we are the surviving corporation in a merger involving an Acquiring Person or if the Acquiring Person engages in certain types of self-dealing transactions, each right entitles the holder (other than the Acquiring Person) to purchase a Preferred Share for the Exercise Price. Similarly, if we are acquired in a merger or other business combination or 50% or more of our assets or earning power is sold, each right entitles the holder (other than the Acquiring Person) to purchase at the then-current exercise price that number of shares of common stock of the surviving corporation having a market value of two times the exercise price. The rights do not entitle the holder thereof to vote or to receive dividends. The rights will expire on February 28, 2021, and may be redeemed by us for $.0001 per right under certain circumstances.