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Stock-Based Compensation
3 Months Ended
May 02, 2020
Share Based Compensation [Abstract]  
Stock-Based Compensation

Note 5 - Stock-Based Compensation

At our 2017 annual meeting of shareholders, our shareholders approved a new equity incentive plan, the Shoe Carnival, Inc. 2017 Equity Incentive Plan (the “2017 Plan”), which replaced our 2000 Stock Option and Incentive Plan, as amended (the “2000 Plan”).  Under the 2017 Plan, we may issue stock units, restricted stock, stock appreciation rights, stock options and other stock-based awards to eligible participants.  According to the terms of the 2017 Plan, no further awards may be made under the 2000 Plan.  A maximum of 1,000,000 shares of our common stock are available for issuance and sale under the 2017 Plan.  In addition, any shares of our common stock subject to an award granted under the 2017 Plan, or to an award granted under the 2000 Plan that was outstanding on the date our shareholders approved the 2017 Plan, that expires, is cancelled or forfeited, or is settled for cash will, to the extent of such cancellation, forfeiture, expiration or cash settlement, automatically become available for future awards under the 2017 Plan.

Stock-based compensation includes restricted stock units and performance stock units, restricted stock awards, and cash-settled stock appreciation rights (“SARs”). Additionally, we recognize stock-based compensation expense for the discount on shares sold to employees through our employee stock purchase plan. Stock-based compensation expense for the employee stock purchase plan was $11,000 before the income tax benefit of $3,000 and $11,000 before the income tax benefit of $1,000 for the thirteen weeks ended May 2, 2020 and May 4, 2019, respectively.

Share-Settled Equity Awards

The following table summarizes transactions for our restricted stock units and performance stock units pursuant to our stock-based compensation plans:

 

 

 

Number of

Shares

 

 

Weighted-

Average Grant

Date Fair Value

 

Restricted stock units and performance stock units at

   February 1, 2020

 

 

263,135

 

 

$

29.44

 

Granted

 

 

158,439

 

 

 

14.88

 

Vested

 

 

(163,099

)

 

 

26.76

 

Forfeited

 

 

(1,717

)

 

 

31.94

 

Restricted stock units and performance stock units at

   May 2, 2020

 

 

256,758

 

 

$

22.14

 

 

The total fair value at grant date of restricted stock units and performance stock units that vested during the thirteen-week periods ended May 2, 2020 and May 4, 2019 was $4.4 million and $2.0 million, respectively. The weighted-average grant date fair value of restricted stock units and performance stock units granted during the thirteen-week periods ended May 2, 2020 and May 4, 2019 was $14.88 and $31.36, respectively.

 

The following table summarizes transactions for our restricted stock awards pursuant to our stock-based compensation plans:

 

 

 

Number of

Shares

 

 

Weighted-

Average Grant

Date Fair Value

 

Restricted stock at February 1, 2020

 

 

67,435

 

 

$

24.23

 

Vested

 

 

(49,619

)

 

 

24.36

 

Forfeited or expired

 

 

(14,816

)

 

 

24.37

 

Restricted stock at May 2, 2020

 

 

3,000

 

 

$

21.46

 

 

There were no restricted stock awards granted during the thirteen-week periods ended May 2, 2020 or May 4, 2019. The total fair value at grant date of restricted stock awards that vested during the thirteen-week periods ended May 2, 2020 and May 4, 2019 was $1.2 million and $16.9 million, respectively.

The following table summarizes information regarding stock-based compensation expense recognized for all share-settled equity awards (restricted stock units, performance stock units and restricted stock awards):

 

(In thousands)

 

Thirteen

Weeks Ended May 2, 2020

 

 

Thirteen

Weeks Ended May 4, 2019

 

Stock-based compensation expense before the

   recognized income tax effect

 

$

1,130

 

 

$

1,938

 

Income tax effect

 

$

342

 

 

$

247

 

 

Included in the thirteen-week period ended May 2, 2020 was a tax expense of $45,000 in connection with the vesting of equity-based compensation. The thirteen-week period ended May 4, 2019 included a tax benefit in connection with the vesting of equity-based compensation of approximately $1.9 million.  As of May 2, 2020, there was approximately $3.8 million of unrecognized compensation expense remaining related to both our restricted stock units and performance stock units and performance-based and service-based restricted stock awards. The cost is expected to be recognized over a weighted average period of approximately 1.9 years. This incorporates our current assumptions with respect to the estimated requisite service period required to achieve the designated performance conditions for performance-based stock awards.

Cash-Settled Stock Appreciation Rights

Cash-settled stock appreciation rights (“SARs”) are granted to certain non-executive employees. Each SAR entitles the holder, upon exercise of their vested shares, to receive cash in an amount equal to the closing price of our stock on the date of exercise less the exercise price, with a maximum amount of gain defined.  The SARs granted during the first quarter of fiscal 2020 will vest and become fully exercisable on March 31, 2021 and any unexercised SARs will expire on March 31, 2023.  SARs granted during the first quarter of fiscal 2019 vested and became fully exercisable on March 31, 2020 and any unexercised SARs will expire on March 31, 2022.  The SARs issued have a defined maximum gain of $10.00 over the exercise price of $13.79 for awards granted in fiscal 2020 and over the exercise price of $34.95 for awards granted in fiscal 2019.

The following table summarizes the SARs activity:

 

 

 

Number of

Shares

 

 

Weighted-

Average

Exercise Price

 

 

Weighted-

Average

Remaining

Contractual

Term (Years)

 

Outstanding at February 1, 2020

 

 

43,200

 

 

$

34.95

 

 

 

 

 

Granted

 

 

43,000

 

 

 

13.79

 

 

 

 

 

Forfeited

 

 

(2,100

)

 

 

34.95

 

 

 

 

 

Exercised

 

 

0

 

 

 

0.00

 

 

 

 

 

Outstanding at May 2, 2020

 

 

84,100

 

 

$

24.13

 

 

 

2.4

 

 

The fair value of these liability awards are remeasured, using a trinomial lattice model, at each reporting period until the date of settlement. Increases or decreases in stock-based compensation expense are recognized over the vesting period, or immediately for vested awards. The weighted-average fair value of outstanding, non-vested SAR awards as of May 2, 2020 was $4.27.

The fair value was estimated using a trinomial lattice model with the following assumptions:

 

 

 

May 2, 2020

 

 

May 4, 2019

 

Risk free interest rate yield curve

 

0.10% - 0.36%

 

 

2.30% - 2.42%

 

Expected dividend yield

 

1.5%

 

 

0.9%

 

Expected volatility

 

62.95%

 

 

47.95%

 

Maximum life

 

1.91 - 2.91 Years

 

 

2.9 Years

 

Exercise multiple

 

 

1.29

 

 

 

1.29

 

Maximum payout

 

$

10.00

 

 

$

10.00

 

Employee exit rate

 

2.2% - 9.0%

 

 

2.2% - 9.0%

 

 

The risk free interest rate was based on the U.S. Treasury yield curve in effect at the end of the reporting period. The expected dividend yield was based on our historical quarterly cash dividends, with the assumption that quarterly dividends would continue at that rate. Expected volatility was based on the historical volatility of our common stock. The exercise multiple and employee exit rate were calculated based on historical option data.

The following table summarizes information regarding stock-based compensation (benefit)/expense recognized for SARs:

 

(In thousands)

 

Thirteen

Weeks Ended May 2, 2020

 

 

Thirteen

Weeks Ended May 4, 2019

 

Stock-based compensation (benefit)/expense before the

   recognized income tax effect

 

$

(87

)

 

$

8

 

Income tax effect

 

$

(26

)

 

$

1

 

 

As of May 2, 2020, approximately $219,000 in unrecognized compensation expense remained related to non-vested SARs. This expense is expected to be recognized over a period of approximately 0.9 years.