Stock-Based Compensation

3 Months Ended

Nov. 30, 2012

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

8—STOCK-BASED COMPENSATION

Stock Compensation Plans

Penford maintains the 2006 Long-Term Incentive Plan, as amended, (the “2006 Incentive Plan”) pursuant to which various stock-based awards may be granted to employees, directors and consultants. As of November 30, 2012, the aggregate number of shares of the Company’s common stock that were available to be issued as awards under the 2006 Incentive Plan was 366,116. In addition, any shares previously granted under the 1994 Stock Option Plan which are subsequently forfeited or not exercised will be available for future grants under the 2006 Incentive Plan. Non-qualified stock options and restricted stock awards granted under the 2006 Incentive Plan generally vest ratably over one to four years and expire seven years from the date of grant.

General Option Information

A summary of the stock option activity for the three months ended November 30, 2012, is as follows:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Term (in years)		Aggregate Intrinsic Value
Outstanding Balance, August 31, 2012		1,824,916		$	10.94
Granted		25,000			7.60
Exercised		—			—
Cancelled		(48,191	)		13.92
Outstanding Balance, November 30, 2012		1,801,725			10.82		3.86	$	1,394,000
Options Exercisable at November 30, 2012		1,005,225		$	14.90		2.05	$	50,300

The aggregate intrinsic value disclosed in the table above represents the total pretax intrinsic value, based on the Company’s closing stock price of $7.35 as of November 30, 2012 that would have been received by the option holders had all option holders exercised on that date. No stock options were exercised during the three months ended November 30, 2012.

The Company estimated the fair value of stock options granted during the first three months of fiscal 2013 using the following weighted-average assumptions and resulting in the following weighted-average grant date fair values:

Expected volatility		67%
Expected life (years)		5.0
Interest rate		0.6-1.0%
Weighted-average fair values	$	4.20

As of November 30, 2012, the Company had $1.3 million of unrecognized compensation cost related to non-vested stock option awards that is expected to be recognized over a weighted average period of 1.4 years.

Restricted Stock Awards

The grant date fair value of each share of the Company’s restricted stock awards is equal to the fair value of Penford’s common stock at the grant date. The following table summarizes the restricted stock award activity for the three months ended November 30, 2012 as follows:

	Number of Shares			Weighted Average Grant Date Fair Value
Nonvested at August 31, 2012		61,716		$	5.94
Granted		—			—
Vested		(29,865	)		6.25
Cancelled		—			—
Nonvested at November 30, 2012		31,851		$	5.65

On January 26, 2012, each non-employee director received an award of 3,539 shares of restricted stock under the 2006 Incentive Plan at the closing stock price on January 26, 2012. The shares vest one year from the grant date of the award. The Company recognizes compensation cost for restricted stock ratably over the vesting period.

As of November 30, 2012, the Company had less than $0.1 million of unrecognized compensation cost related to non-vested restricted stock awards that is expected to be recognized over a weighted average period of 0.2 years.

Compensation Expense

The Company recognizes stock-based compensation expense utilizing the accelerated multiple option approach over the requisite service period, which equals the vesting period. The following table summarizes the total stock-based compensation cost and the effect on the Company’s Condensed Consolidated Statements of Operations (in thousands):

	Three months ended November 30,
	2012		2011
Cost of sales	$	—	$	25
Operating expenses		417		203
Research and development expenses		—		10
Total stock-based compensation expense	$	417	$	238
Income tax benefit		158		90
Total stock-based compensation expense, net of tax	$	259	$	148