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STOCK COMPENSATION PLANS
6 Months Ended
Apr. 30, 2014
STOCK COMPENSATION PLANS

NOTE 3—STOCK COMPENSATION PLANS

Refer to Note 9 of the Company’s October 31, 2013 audited financial statements for further information on our employee benefit plans and stock based compensation plans. Total stock based compensation expense during the three and six months ended April 30, 2014 was $5,586,000 and $7,117,000, respectively, as compared to total stock based compensation expense of $1,193,000 and $2,359,000 for the three and six months ended April 30, 2013.

During the six months ended April 30, 2014, participants in the Company’s Management Share Purchase Plan elected to receive a total of 8,071 shares of restricted stock at an average price of $74.03 per share instead of a specified percentage of their cash compensation, and the Company issued 1,965 matching restricted shares. During the three and six months ended April 30, 2014, the Company recorded compensation cost, included in the total stock based compensation expense above, of $48,000 and $96,000, respectively, as compared to $49,000 and $100,000 during the three and six months ended April 30, 2013.

On November 1, 2013, the Company entered into performance share agreements that grant certain officers and key employees the right to receive a target number of 75,925 shares of the Company’s common stock, subject to the Company’s achievement of certain performance measures. As of April 30, 2014, the Company could not determine that any of those shares would eventually be earned due to the uncertainties discussed below. The Company also has performance share agreements in place with certain officers and key employees that were entered into during fiscal 2013 and 2012. As of April 30, 2014, the aggregate number of shares estimated to be awarded related to the fiscal 2013 performance share agreement totaled 174,597 shares. The actual number of shares that will be awarded for the fiscal 2013 agreement could change materially from that estimate due to the Company’s actual performance during the remaining six months of the performance period ending October 31, 2014, and due to forfeitures. As of April 30, 2014, the aggregate number of shares estimated to be awarded related to the fiscal 2012 performance share agreement totaled 103,184 shares. Since the performance period for the fiscal 2012 agreement is closed, the actual number of shares that will be awarded will change only due to forfeitures during the remaining six months of the service period ending October 31, 2014. During the three and six months ended April 30, 2014, the Company recorded compensation expense of $336,000 and $741,000, included in the total stock based compensation expense above, related to the performance share agreements entered into during fiscal 2012. During the three months ended April 30, 2014, the Company determined that achievement of the applicable performance based criteria for the fiscal 2013 agreement is probable. Accordingly, the three and six months ended April 30, 2014 includes compensation expense of $4,050,000, included in the total stock based compensation expense above, related to the performance share agreements entered into during fiscal 2013, all of which was recognized during the second quarter of fiscal 2014. The Company recorded no compensation expense related to the performance share agreements entered into during fiscal 2014, as it could not determine that achievement of the applicable performance based criteria is probable. During the first six months of fiscal 2013, the Company recorded no compensation expense related to outstanding performance share agreements, as it could not determine that achievement of the applicable performance based criteria was probable at that time. In estimating the compensation expense to record in a period, the Company considers, among other factors, the current and projected grain costs and chicken volumes and pricing, as well as the amount of commitments to procure grain at a fixed price throughout the performance period. Due to the high level of volatility of these commodity prices and the impact that the change in pricing can have on the Company’s results, the Company’s assessment of probability can change from period to period and can result in a significant revision to the amounts accrued related to the arrangements.

On November 1, 2013, the Company granted 75,925 shares of restricted stock to certain officers and key management employees. The restricted stock had a grant date fair value of $65.63 per share and will vest on November 1, 2017. On February 13, 2014, the Company granted an aggregate of 23,000 shares of restricted stock to all of its non-employee directors. The restricted stock had a grant date fair value of $72.66 per share and vests one, two or three years from the date of grant. The Company has unvested restricted stock grants outstanding that were granted during prior fiscal years to its officers, key employees and outside directors. The aggregate number of shares outstanding at April 30, 2014, related to all unvested restricted stock grants totaled 568,900. During the three and six months ended April 30, 2014, the Company recorded compensation cost, included in the total stock based compensation expense above, of $1,152,000 and $2,229,000, respectively, related to restricted stock grants, as compared to $1,144,000 and $2,260,000 during the three and six months ended April 30, 2013. The Company had $10.0 million in unrecognized share-based compensation costs as of April 30, 2014, that will be recognized over a weighted average period of 2.0 years.