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Share-Based Compensation
12 Months Ended
Aug. 31, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 20 – Share-Based Compensation

 

Share-Based Compensation Program  

Share-based compensation is designed to reward employees for their long-term contributions to the Company and provide incentives for them to remain with the Company.  The number and frequency of share grants are based on competitive practices, operating results of the Company, and individual performance.  As of August 31, 2020, the Company’s share-based compensation plan was the 2015 Long-Term Incentive Plan (the “2015 Plan”).  The 2015 Plan was approved by the shareholders of the Company, and became effective on January 26, 2015, and replaced the Company’s 2010 Long Term Incentive Plan.  At August 31, 2020, the Company had share-based awards outstanding under its 2010 and 2015 Long-Term Incentive Plans.  

The 2015 Plan provides for awards of stock options, restricted shares, restricted stock units, stock appreciation rights, performance shares and performance stock units to employees and non-employee directors of the Company.  The maximum number of shares as to which stock awards may be granted under the 2015 Plan is 626,968 shares, exclusive of any forfeitures from the 2010 Long Term Incentive Plan.  At August 31, 2020, 316,093 shares of common stock (including forfeitures from prior plans) remained available for issuance under the 2015 Plan.  All stock awards will be counted against the 2015 Plan in a 1 to 1 ratio.  If options, restricted stock units or performance stock units awarded under the 2010 Plan terminate without being fully vested or exercised, those shares will be available again for grant under the 2015 Plan.  The 2015 Plan also limits the total awards that may be made to any individual.

Share-Based Compensation Information 

The following table summarizes share-based compensation expense for fiscal 2020, 2019, and 2018:

 

 

 

For the years ended August 31,

 

($ in thousands)

 

2020

 

 

2019

 

 

2018

 

Share-based compensation expense included in cost of

   operating revenues

 

$

142

 

 

$

105

 

 

$

113

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

207

 

 

 

221

 

 

 

150

 

Sales and marketing

 

 

419

 

 

 

250

 

 

 

461

 

General and administrative

 

 

5,079

 

 

 

3,819

 

 

 

3,169

 

Share-based compensation expense included in

   operating expenses

 

 

5,705

 

 

 

4,290

 

 

 

3,780

 

Total share-based compensation expense

 

 

5,847

 

 

 

4,395

 

 

 

3,893

 

Tax benefit

 

 

(1,374

)

 

 

(1,033

)

 

 

(1,090

)

Share-based compensation expense, net of tax

 

$

4,473

 

 

$

3,362

 

 

$

2,803

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of August 31, 2020, there was $6.5 million pre-tax of total unrecognized compensation cost related to non-vested share-based compensation arrangements which is expected to be recognized over a weighted average period of 1.8 years.   

 

Stock Options – Stock option awards have an exercise price equal to the closing price on the date of grant, expire no later than ten years from the date of grant and vest evenly over a three or four year period.  The fair value of stock option awards is estimated using the Black-Scholes option pricing model.  The table below shows the annual weighted average assumptions used for valuation purposes. 

 

 

 

Grant year

 

 

 

Fiscal 2020

 

 

Fiscal 2019

 

Risk-free interest rate

 

 

1.6

%

 

 

3.1

%

Dividend yield

 

 

1.3

%

 

 

1.4

%

Expected life (years)

 

 

6

 

 

 

6

 

Volatility

 

 

28.4

%

 

 

26.3

%

Weighted average grant-date fair value of options granted

 

$

24.18

 

 

$

24.71

 

 

 

The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the dividend yield is calculated as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is based on historical and expected exercise behavior; and volatility is based on the historical volatility of the Company’s stock price over the expected life of the option.

 

The following table summarizes stock option activity for fiscal 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of

stock options

 

 

Average

exercise price

 

 

Average

remaining

contractual

term (years)

 

 

Aggregate

intrinsic value

(thousands)

 

Stock options outstanding at August 31, 2019

 

 

112,561

 

 

$

85.70

 

 

 

7.6

 

 

$

540

 

Granted

 

 

44,347

 

 

 

94.41

 

 

 

 

 

 

 

 

 

Exercised

 

 

(21,400

)

 

 

87.47

 

 

 

 

 

 

 

721

 

Forfeited/cancelled

 

 

(3,364

)

 

 

72.20

 

 

 

 

 

 

 

12

 

Stock options outstanding at August 31, 2020

 

 

132,144

 

 

$

90.56

 

 

 

7.9

 

 

$

1,242

 

Stock options exercisable at August 31, 2020

 

 

43,229

 

 

$

86.49

 

 

 

6.9

 

 

$

581

 

 

There were 25,843, 15,496, and 27,811 outstanding stock options that vested during fiscal 2020, 2019, and 2018, respectively.  Additional information regarding stock option exercises is summarized in the table below.  

 

 

 

For the years ended August 31,

 

($ in thousands)

 

2020

 

 

2019

 

 

2018

 

Intrinsic value of stock options exercised

 

$

721

 

 

$

93

 

 

$

538

 

Cash received from stock option exercises

 

$

1,545

 

 

$

177

 

 

$

2,788

 

Tax benefit realized from stock option exercises

 

$

169

 

 

$

26

 

 

$

151

 

Weighted average grant-date fair value of stock options vested

 

$

27.08

 

 

$

32.66

 

 

$

31.37

 

 

Restricted stock units - The restricted stock units have a grant-date fair value equal to the fair market value of the underlying stock on the grant date less present value of expected dividends.  The restricted stock units granted to employees vest over a three year period at approximately 33 percent per year.  The restricted stock units granted to non-employee directors generally vest over a nine month period.

 

The following table summarizes restricted stock unit activity for fiscal 2020:

 

 

 

Number of

restricted

stock units

 

 

Weighted

average grant-

date fair value

 

Restricted stock units outstanding at August 31, 2019

 

 

79,342

 

 

$

87.49

 

Granted

 

 

39,716

 

 

 

91.83

 

Vested

 

 

(40,792

)

 

 

88.85

 

Forfeited / Cancelled

 

 

(5,543

)

 

 

87.47

 

Restricted stock units outstanding at August 31, 2020

 

 

72,723

 

 

$

89.92

 

 

Restricted stock units are generally settled with the issuance of shares with the exception of certain restricted stock units awarded to internationally-based employees that are settled in cash.  At August 31, 2020, 2019, and 2018, outstanding restricted stock units included 4,938, 4,103, and 6,474 units, respectively, that will be settled in cash.  The fair value of restricted stock units that vested during the period was $3.8 million and $4.1 million for each of the years ended August 31, 2020 and 2019, respectively. Share issuances are presented net of share repurchases to cover payroll taxes of $1.1 million, $1.1 million, and $0.8 million for each of the years ended August 31, 2020, 2019, and 2018, respectively.

Performance stock units - The performance stock units have a grant-date fair value equal to the fair market value of the underlying stock on the grant date less present value of expected dividends.  The performance stock units granted to employees cliff vest after a three year period and a specified number of shares of common stock will be awarded under the terms of the performance stock units, if performance measures relating to revenue growth and a return on net assets are achieved. 

 

The table below summarizes performance stock unit activity for fiscal 2020:

 

 

 

Number of

performance

stock units

 

 

Weighted

average grant-

date fair value

 

Performance stock units outstanding at August 31, 2019

 

 

37,429

 

 

$

85.10

 

Granted

 

 

22,715

 

 

 

102.28

 

Forfeited / cancelled

 

 

(6,216

)

 

 

80.06

 

Performance stock units outstanding at August 31, 2020

 

 

53,928

 

 

$

101.29

 

 

Performance stock units outstanding as of August 31, 2019 and issued prior to fiscal 2019 include performance goals based upon revenue growth and a return on net assets during the performance period.  The awards actually earned will range from zero to two hundred percent of the targeted number of performance stock units and will be paid in shares of common stock.  Shares earned will be distributed upon vesting on the first day of November following the end of the three-year performance period.  The Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the financial statements.  If defined performance goals are not met, no compensation cost will be recognized and any previously recognized compensation expense will be reversed.  In fiscal 2020, 2019, and 2018, no performance stock units vested.

 

Performance stock units outstanding as of August 31, 2020 and issued during fiscal 2020 and 2019 include performance goals based on a return on net assets and total shareholder return (TSR) relative to the Company’s peers during the performance period. The awards actually earned will range from zero to two hundred percent of the targeted number of performance stock units and will be paid in shares of common stock. Shares earned will be distributed upon vesting on the first day of November following the end of the three-year performance period.  For the return on net assets portion of the award, the Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the financial statements.  For the TSR portion of the award, compensation expense is recorded ratably over the three year term of the award based on the estimated grant date fair value.

 

The fair value of the TSR portion of the awards granted in fiscal 2020 was estimated at the grant date using a Monte Carlo simulation model which included the following assumptions:

 

Expected term (years)

 

 

3

 

Risk-free interest rate

 

 

1.5

%

Volatility

 

 

29.5

%

Dividend yield

 

 

1.3

%