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STOCKHOLDERS' EQUITY
12 Months Ended
Jan. 31, 2016
Equity [Abstract]  
STOCKHOLDERS' EQUITY

NOTE H — STOCKHOLDERS’ EQUITY

 

   Stock Split

 

On April 1, 2015, the Board of Directors approved a two-for-one stock split of the Company’s outstanding shares of common stock, effected in the form of a stock dividend. The stock dividend was paid to stockholders of record as of the close of market on April 20, 2015 and was effected on May 1, 2015.

 

All share and per share information has been retroactively adjusted to reflect this stock split.

 

   Public Offering

 

In June 2014, the Company sold 3,450,000 shares of its common stock, including 450,000 shares sold pursuant to the exercise in full of the underwriters’ option to purchase additional shares, at a public offering price of  $38.82 per share. The Company received net proceeds of  $128.7 million from the offering after payment of underwriting discounts and expenses of the offering. The net proceeds are being used for general corporate purposes.

 

   Share Repurchase Program

 

In December 2015, the Company’s Board of Directors reapproved and increased the previously authorized share repurchase program. There were 3,750,000 remaining shares authorized for repurchase under the prior program which the Board increased to 5,000,000 shares. The timing and actual number of shares repurchased, if any, will depend on a number of factors, including market conditions and prevailing stock prices, and are subject to compliance with certain covenants contained in the loan agreement. 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.

 

The Company did not repurchase any shares during fiscal 2016. The Company’s credit agreement permits the Company to make payments for cash dividends, stock redemptions and share repurchases subject to compliance with certain covenants.

 

   Long-Term Incentive Stock Plan

 

As of January 31, 2016, the Company had 2,135,449 shares available for grant under its long-term incentive plan. The plan provides for the grant of equity and cash awards, including restricted stock awards, stock options and other stock unit awards to directors, officers and employees. Restricted stock unit awards vest over a three to five year period. In addition to the time vesting condition, these awards may include market and performance conditions, including a price vesting performance condition and, in certain cases, an earnings after taxes or net income per diluted share performance target. 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 Units

 

    Awards
Outstanding
    Weighted Average
Grant Date
Fair Value
 
Unvested as of January 31, 2014     2,240,354     $ 18.48  
Granted     522,170     $ 34.26  
Vested     (667,062 )   $ 14.08  
Canceled     (4,050 )   $ 27.44  
Unvested as of January 31, 2015     2,091,412     $ 23.80  
Granted     507,319     $ 47.36  
Vested     (549,848 )   $ 19.40  
Canceled      —     $  —  
Unvested as of January 31, 2016     2,048,883     $ 30.79  

 

For restricted stock units with market price conditions, the Company estimates the grant date fair value using a lattice model. For restricted stock units with market price conditions, the Company estimates the grant date fair value using a Monte Carlo simulation model. This valuation methodology utilizes the closing price of the Company’s common stock on grant date and several key assumptions, including expected volatility of the Company’s stock price, and risk-free rates of return. This valuation is performed with the assistance of a third party valuation specialist. For restricted stock units with no market price conditions, grant date fair value is based on the market price on the date of grant.

 

The Company recognized $15.6 million, $11.6 million and $9.2 million in compensation expense for the years ended January 31, 2016, 2015 and 2014, respectively, related to restricted stock unit grants. At January 31, 2016, 2015 and 2014, unrecognized costs related to the restricted stock units totaled approximately $42.0 million, $32.2 million and $26.1 million, respectively.

 

   Stock Options

 

Information regarding all stock options for fiscal 2016, 2015 and 2014 is as follows:

 

    2016     2015     2014  
    Shares     Weighted
Average
Exercise
    Shares     Weighted
Average
Exercise
    Shares     Weighted
Average
Exercise
 
Stock options outstanding at beginning of year     469,176     $ 11.16       536,976     $ 11.11       764,108     $ 10.40  
Exercised     (37,525 )   $ 11.11       (67,800 )   $ 10.76       (219,532 )   $ 8.68  
Granted         $           $           $  
Cancelled or forfeited     (100,000 )   $ 13.08           $       (7,600 )   $ 9.70  
Stock options outstanding at end of year     331,651     $ 10.59       469,176     $ 11.16       536,976     $ 11.11  
Exercisable     253,151     $ 9.07       250,176     $ 8.63       318,476     $ 9.33  

The following table summarizes information about stock options outstanding:

 

Range of Exercise Prices   Number
Outstanding as of
January 31,
2016
    Weighted
Average
Remaining
Contractual Life
    Weighted
Average
Exercise
Price
    Number
Exercisable as of
January 31,
2016
    Weighted
Average
Exercise
Price
 
$0.00 – $8.00     115,000       2.22     $ 6.59       115,000     $ 6.59  
$8.01 – $12.00     86,585       1.56     $ 9.23       86,585     $ 9.23  
$12.01 – $16.00     112,400       6.02     $ 14.61       36,400     $ 12.98  
$16.01 – $40.00     17,666       6.12     $ 17.76       15,166     $ 17.70  
      331,651                       253,151          
 

 

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. No stock options were granted during the years ended January 31, 2016, January 31, 2015 and January 31, 2014.

 

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 3.54 years at January 31, 2016. The aggregate intrinsic value at January 31, 2016 was $12.9 million for stock options outstanding and $10.2 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 the Company’s common stock as of January 31, 2016, the reporting date.

 

Proceeds received from the exercise of stock options were approximately $417,000 and $729,000 during the years ended January 31, 2016 and 2015, respectively. The intrinsic value of stock options exercised was $1.7 million and $2.0 million for the years ended January 31, 2016 and 2015, respectively. A portion of this amount is currently deductible for tax purposes.

 

The Company recognized approximately $153,000 in compensation expense for the year ended January 31, 2016, $541,000 for the year ended January 31, 2015 and $680,000 for the year ended January 31, 2014, related to equity option award grants. As of January 31, 2016, approximately $126,000 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. No options were granted during the fiscal years ended January 31, 2014, 2015 and 2016.