Notes Twelve: INCENTIVE STOCK COMPENSATION PLANSThe Company has adopted the disclosure-only provisions of SFAS
No. 123,"Accounting for Stock-Based Compensation." In 2004, the 2004 Stock
Incentive Plan ("2004 Plan") was approved by the stockholders of the Company.
The 2004 Plan serves as the successor to the 2001 Stock Incentive Plan
and supercedes that plan. Under the terms of the 2004 Plan, 525,000 new
shares of common stock were made available for awards both to nonemployee
directors and to key employees of the Company.Awards to key employees
may include, but are not limited to, stock options, restricted stock,
performance shares and performance unit awards.Restrictions may limit
the sale, transfer, voting rights and dividends on these awards. At November
30, 2004, 96,000 restricted shares were outstanding.
At November 30, 2004, the Company had 694,351 non-qualified stock options
outstanding with terms of from 10 to 15 years from the date of grant,
and 445,000 shares available for future grants under the 2004 plan. The
exercise price for outstanding stock options is generally the fair market
value of the Company's stock on the date of the original grant. Such options
vest in equal annual installments over four years. Certain options have
a cashless exercise feature.
SFAS No. 123 requires pro forma information regarding net income and
earnings per share as if compensation expense for stock options had been
determined based on the fair value of the options on the grant date.The
Company estimates the fair value of stock options at the grant date by
using the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 2002, 2003 and 2004, respectively: dividend
yields of 2.01%, 2.21%, and 2.38%; an expected volatility of 35.08%, 36.92%
and 37.68%; risk-free rates of 4.84%, 2.93% and 2.71%; and an expected
life of five years for all years.
Under the accounting provisions of SFAS No. 123, the Company's net income
and earnings per share would have been as indicated below for the year
ended November 30:
| (In thousands except per share data) |
2004 |
2003 |
2002 |
| Reported net income |
$13,459 |
$29,900 |
$ 28,059 |
Add: Stock-based employee
compensation expense
included in reported net income,
net of tax |
1,149 |
461 |
847 |
Deduct: Stock-based employee
compensation
expense determined under SFAS No.123, net of tax |
(889) |
(832) |
(925) |
| |
|
| Pro forma net income |
$13,719 |
$29,529 |
$ 27,981 |
| |
|
| Earning per share (basic) |
|
|
|
| As reported |
$ 1.63 |
$ 3.77 |
$ 3.61 |
| Pro forma |
1.66 |
3.73 |
3.60 |
Earning per share (diluted)
|
|
|
|
| As reported |
1.59 |
3.67 |
3.49 |
| Pro forma |
1.62 |
3.62 |
3.47 |
A summary of the Company's stock options as of November 30, 2002,
2003 and 2004, and changes during the year then ended, follows:
| |
Number of Options |
Weighted-Average
Exercise Price |
|
| Outstanding at November 30, 2001 |
1,194,518 |
|
$ 20.86 |
Granted |
21,000 |
|
35.28 |
| Exercised |
(65,310) |
|
18.80 |
| |
|
|
|
| Outstanding at November 30, 2002 |
1,150,208 |
|
21.24 |
| |
|
|
|
| Options exercisable at November 30, 2002 |
863,708 |
|
21.29 |
| |
|
|
|
| Weighted-average fair value of options granted during 2002 |
|
11.31 |
| |
|
|
|
| Outstanding at November 30, 2002 |
1,150,208 |
|
21.24 |
| Granted |
24,000 |
|
27.95 |
| Exercised |
(323,239) |
|
19.41 |
| Forfeited |
(12,850) |
|
20.54 |
| |
|
|
|
| Outstanding at November 30, 2003 |
838,119 |
|
22.15 |
| |
|
|
|
| Options exercisable at November 30, 2003 |
665,119 |
|
22.02 |
| |
|
|
|
| Weighted-average fair value of options granted during 2003 |
|
8.31 |
| |
|
|
|
| Outstanding at November 30, 2003 |
838,119 |
|
22.15 |
Granted |
24,000 |
|
34.00 |
| Exercised |
(167,768) |
|
19.38 |
| Outstanding at November 30, 2004 |
694,351 |
|
23.22 |
| |
|
|
|
| Options exercisable at November 30, 2004 |
594.351 |
|
22.65 |
| |
|
|
|
| Weighted-average fair value of options granted during
2004 |
|
10.00 |
The following summarizes information about stock options outstanding as of
November 30, 2004:
| Range of Exercise Prices |
Options
Outstanding |
Weighted Average Remaining
Contractual Life
(in years) |
Weighted
Average
Exercise Price |
|
| $15.00 to $25.00 |
485,101 |
6.43 |
$20.41 |
| 25.00 to 35.00 |
188,250 |
8.37 |
29.14 |
| 35.00 to 45.00 |
21,000 |
7.30 |
35.28 |
| |
|
|
|
| 15.00 to 45.00 |
694.351 |
6.98 |
23.22 |
| |
|
|
|
Range of
Exercise Prices |
Options
Exercisable |
Weighted
Average
Exercise Price |
|
| $15.00 to $25.00 |
437,601 |
$20.39 |
| 25.00 to 35.00 |
146,250 |
28.49 |
| 35.00 to 45.00 |
10,500 |
35.28 |
| |
|
|
| 15.00 to 45.00 |
594,351 |
22.65 |
| |
|
|
|