XML 25 R11.htm IDEA: XBRL DOCUMENT v3.19.2
Preferred and Common Stock
12 Months Ended
Apr. 30, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Preferred And Common Stock
PREFERRED AND COMMON STOCK
Preferred stock The Company has 1,000,000 authorized shares of preferred stock, of which 250,000 shares have been designated as Series A Serial Preferred Stock. No shares have been issued.
Common stock The Company currently has 120,000,000 authorized shares of common stock.
Stock incentive plans The 2018 Stock Incentive Plan (the “2018 Plan”), was approved by the Board in June 2018 and approved by the Company's shareholders on September 5, 2018 ("the "2018 Plan Effective Date"). The 2018 Plan replaced the 2009 Stock Incentive Plan (the "2009 Plan") under which no new awards are allowed to be granted as of the 2018 Plan Effective Date. The 2009 Plan previously replaced and superseded the 2000 Stock Option Plan and the Non-Employees Directors’ Stock Option Plan (collectively with the 2009 Plan, the “Prior Plans”).
Awards under the 2018 Plan may take the form of stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based and equity-related awards. Each share issued pursuant to a stock option and each share with respect to which a stock-settled stock appreciation right is exercised (regardless of the number of shares actually delivered) is counted as one share against the maximum limit under the 2018 Plan, and each share issued pursuant to an award of restricted stock or restricted stock units is counted as two shares against the maximum limit. Restricted stock is transferred immediately upon grant (and may be subject to a holding period), whereas restricted stock units have a vesting period that must expire, and in some cases performance or market conditions that must be satisfied before the stock is transferred. There were 2,984,032 shares available for grant at April 30, 2019 under the 2018 Plan.
We account for stock-based compensation by estimating the fair value of stock options using the Black Scholes model, and value time-based and performance-based restricted stock unit awards granted under the 2018 Plan and the Prior Plans using the closing price of our common stock on the date of grant. For market based awards we use a "Monte Carlo" approach to estimate the value of the awards, which simulates the prices of the Company’s and each member of the performance peer groups' common stock price at the end of the relevant performance period, taking into account volatility and the specifics surrounding each total shareholder return metric under the relevant plan. We recognize these amounts as an operating expense in our consolidated statements of income ratably over the requisite service period using the straight-line method, as adjusted for certain retirement provisions, and updated estimates of performance based awards. All awards have been granted at no cost to the grantee and/or non-employee member of the Board.
The following table summarizes the equity-related grants made during the three-year period ended April 30, 2019:
Date of Grant
Type of Grant
Shares Granted
Recipients
Vesting Date
Fair Value at Grant Date
 
 
 
 
 
 
June 3, 2016
Restricted Stock Units
111,150

Officers & Key employees
June 3, 2019
$13,849
June 3, 2016
Restricted Stock
40,996

Officers & Key Employees
Immediate (Annual Performance Goal)
$5,108
September 16, 2016
Restricted Stock
8,941

Non-Employee Board Members
Immediate
$1,064
June 1, 2017
Restricted Stock Units
63,699

Key Employees
June 1, 2020
$7,388
July 14, 2017
Restricted Stock Units***
61,126

Officers
June 15, 2020
$6,912
September 28, 2017
Restricted Stock
8,344

Non-Employee Board Members
Immediate
$920
March 29, 2018
Restricted Stock
2,150

Non-Employee Board Members
September 21, 2018
$236
May 24, 2018
Restricted Stock Units
88,846

Key Employees
May 24, 2021
$8,593
June 8, 2018
Restricted Stock Units***
75,402

Officers
June 8, 2021
$7,571
September 5, 2018
Restricted Stock Units
7,984

Non-Employee Board Members
2019 Annual Shareholders' Meeting Date
$920
*** This grant of restricted stock units includes time-based, performance-based and market-based awards.  The performance-based awards included in the figure above represent a “target” amount; the final amount earned is based on the satisfaction of certain performance measures over a three-year performance period and will range from 0% to 200% of the “target". The market-based awards incorporate market conditions in determining fair value as of the grant date, and will also range from 0% to 200% of the "target". Total market-based expense of approximately $2.6 million for the 2017 grant and $2.8 million for the 2018 grant will be recognized on a straight-line basis over the vesting period, subject to acceleration for retirement provisions.
At April 30, 2019, stock options for 109,827 shares (which expire in fiscal year 2022) were outstanding. All stock option shares issued are previously unissued authorized shares. Information concerning the issuance of stock options under the Prior Plans is presented in the following table (no stock option awards have been granted under the 2018 Plan): 
 
Number
of option shares
 
Weighted
average option
exercise price
Outstanding at April 30, 2016
291,200

 
$
37.46

Granted

 

Exercised
(69,150
)
 
34.08

Forfeited

 

Outstanding at April 30, 2017
222,050

 
$
38.51

Granted

 

Exercised
(40,377
)
 
34.11

Forfeited

 

Outstanding at April 30, 2018
181,673

 
$
39.48

Granted

 

Exercised
(71,546
)
 
32.02

Forfeited
(300
)
 
25.26

Outstanding at April 30, 2019
109,827

 
$
44.39


At April 30, 2019, all outstanding options had an aggregate intrinsic value of $9,660 and a remaining contractual life of 2.17 years. The weighted average exercise price for all remaining outstanding options is $44.39. All options are vested as of April 30, 2019. The aggregate intrinsic value for the total of all options exercised during the year ended April 30, 2019 was $6,868.
Information concerning the issuance of restricted stock units under the Plan and the Prior Plans is presented in the following table:
 
 
Unvested at April 30, 2016
272,900

Granted
111,150

Vested
(73,000
)
Forfeited
(7,650
)
Unvested at April 30, 2017
303,400

Granted
126,980

Vested
(88,700
)
Forfeited
(2,699
)
Unvested at April 30, 2018
338,981

Granted
172,232

Vested
(104,166
)
Forfeited
(10,530
)
Unvested at April 30, 2019
388,800


Total compensation costs recorded for employees and non-employee board members for the stock options, restricted stock, and restricted stock unit awards for the years ended April 30, 2019, 2018 and 2017 were $16,410, $18,800, and $10,697, respectively. As of April 30, 2019, there was $7,682 of total unrecognized compensation costs related to the 2018 Plan and Prior Plans for costs related to restricted stock units which are expected to be recognized ratably through fiscal 2022.
During the fourth quarter of the fiscal year ended April 30, 2017, the Company began a share repurchase program, wherein the Company was authorized to repurchase up to an aggregate of $300 million of the Company's outstanding common stock. The share repurchase authorization was valid for a period of two years. From its inception on March 9, 2017, through May 2018, the company completed the $300 million authorization by repurchasing 2,794,192 shares of its common stock.
During the fourth quarter of fiscal year ended April 30, 2018, the Board of Directors authorized an additional $300 million share repurchase program. The share repurchase authorization is valid for a period of two years. No repurchases were made on that program in fiscal 2019.