Annual report pursuant to Section 13 and 15(d)

Note 10 - Share-based Compensation and Other Benefit Plans

v3.19.2
Note 10 - Share-based Compensation and Other Benefit Plans
12 Months Ended
Jun. 30, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
Note
10.
 Share-based Compensation and Other Benefit Plans:
 
The cost of employee services received in exchange for the award of equity instruments is based on the fair value of the award at the date of grant. Compensation cost is recognized using a straight-line method over the vesting period and is net of estimated forfeitures. Stock option exercises and stock awards are satisfied through the issuance of new shares. 
 
Equity incentive plan:
The Company's Second Amended and Restated
2010
Equity Incentive Plan (the Second A&R
2010
Plan) provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights. There are
7.5
million shares of common stock authorized for grant under the Second A&R
2010
Plan. At
June 30, 2019,
there were
2.6
 
million shares of common stock available for grant under the Second A&R
2010
Plan. The maximum term of incentive options granted under the Second A&R
2010
Plan is
ten
years. The Second A&R
2010
Plan amended and restated the Company's Amended and Restate
2010
Equity Incentive Plan (the A&R
2010
Plan). The A&R
2010
Plan replaced the Company's
1998
Nonqualified Stock Option Plan (the
1998
Plan). The Second A&R
2010
Plan and the
1998
Plan (collectively, the Plans) are administered by the Board of Directors and its Executive Compensation Committee, which determine the persons who are to receive awards under the Plans, the number of shares subject to each award and the term and exercise price of each award. The number of shares of common stock subject to outstanding awards as of
June 30, 2019
under the Second A&R
2010
Plan and the
1998
Plan we
re
3.6
million and
20,000,
respectively.  On
April 26, 2018
the Compensation Committee of the Board of Directors approved a modification to the Equity Incentive Plan.   The modification implements a new retirement policy that permits retirees to continue vesting in certain time-based stock options granted during employment, resulting in accelerated stock compen
sation expense for those employees meeting the definition of retirement eligible.  This modification resulted in an additional
$8.3
million of expense during fiscal year
2018
and affected all employees who participate in the plan.
  
The fair values of options granted under the Plans were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used:
 
   
Year Ended June 30,
 
   
201
9
   
201
8
   
201
7
 
                               
Dividend yield
 
 
0.74%
 
   
 
1.1%
 
   
 
1.2%
 
 
Expected volatility
 
20%
-
23%
   
20%
-
21%
   
21%
-
24%
 
Risk-free interest rates
 
2.5%
-
3.0%
   
1.7%
-
2.8%
   
1.0%
-
1.9%
 
Expected lives (years)
 
 
4.1
 
   
 
4.7
 
   
 
4.7
 
 
 
The dividend yield is based on the Company's historical annual cash dividend divided by the market value of the Company's common stock. The expected annualized volatility is based on the Company's historical stock price over a period equivalent to the expected life of the option granted. The risk-free interest rate is based on U.S. Treasury constant maturity interest rates with a term consistent with the expected life of the options granted.
 
Stock option activity under the Plans for the
three
years ended
June 30, 2019,
consists of the following (shares in thousands): 
 
   
Number of
Shares (in
thousands)
   
Weighted
Average
Exercise
Price
   
Aggregate
Intrinsic
Value
(millions)
   
Weighted
Average
Contractual
Life (years)
 
                                 
Outstanding at June 30, 2016
   
1,819
    $
91.91
     
 
     
 
 
Granted
   
1,135
     
107.42
     
 
     
 
 
Forfeited
   
(70
)
   
99.11
     
 
     
 
 
Exercised
   
(63
)
   
71.81
     
 
     
 
 
Outstanding at June 30, 2017
   
2,821
    $
98.42
     
 
     
 
 
Granted
   
1,087
     
120.67
     
 
     
 
 
Forfeited
   
(252
)
   
86.62
     
 
     
 
 
Exercised
   
(204
)
   
111.51
     
 
     
 
 
Outstanding at June 30, 2018
   
3,452
    $
105.17
     
 
     
 
 
Granted
   
917
     
173.89
     
 
     
 
 
Forfeited
   
(330
)
   
129.93
     
 
     
 
 
Exercised
   
(383
)
   
95.29
     
 
     
 
 
Outstanding at June 30, 2019
   
3,656
    $
121.16
    $
319.3
     
4.45
 
                                 
Exercisable at June 30, 2017:
   
843
     
82.93
     
 
     
 
 
Exercisable at June 30, 2018:
   
1,151
     
90.75
     
 
     
 
 
Exercisable at June 30, 2019:
   
1,467
     
98.70
   
$
161
     
3.33
 
  
The weighted average fair value of options granted during fiscal
2019,
2018
and
2017
was
$34.66,
$22.07
and
$18.21
respectively. The total intrinsic value of options exercised during fiscal
2019,
2018
and
2017
were
$159.0
million,
$10.6
million, and
$2.3
million respectively. The total fair value of options vested during fiscal
2019,
2018
and
2017
were
$31.7
 million,
$8.8
million, and
$5.0
million respectively.
 
Restricted common stock activity under the Plans for the
three
years ended
June 30, 2019,
consists of the following (units in thousands):
 
   
Number of
Shares (in
thousands)
   
Weighted
Average Grant
Date Fair
Value
   
Weighted
Average
Remaining
Contractual
Term
(years)
 
Unvested at June 30, 2016
   
23
    $
98.03
     
 
 
Granted
   
24
     
104.94
     
 
 
Vested
   
(15
)
   
92.62
     
 
 
Forfeited
   
-
     
-
     
 
 
Unvested at June 30, 2017
   
32
    $
105.80
     
 
 
Granted
   
20
     
125.05
     
 
 
Vested
   
(17
)
   
104.66
     
 
 
Forfeited
   
-
     
-
     
 
 
Unvested at June 30, 2018
   
35
    $
117.39
     
 
 
Granted
   
15
     
177.93
     
 
 
Vested
   
(20
)
   
116.76
     
 
 
Forfeited
   
-
     
-
     
 
 
Unvested at June 30, 2019
   
30
    $
117.39
     
5.88
 
 
 
The total fair value of restricted shares that vested was
$2.3
 million for fiscal
2019,
$1.7
million for fiscal
2018,
and
$1.4
million for fiscal
2017.
 
Restricted stock unit activity under the Plans for the
three
years ended
June 30, 2019,
consists of the following (units in thousands):
 
   
Number of
Units
(in thousands)
   
Weighted
Average Grant
Date Fair
Value
   
Weighted
Average
Remaining
Contractual
Term
(years)
 
Outstanding at June 30, 2016
   
59
    $
100.40
     
 
 
Granted
   
65
     
109.36
     
 
 
Vested
   
(9
)
   
92.94
     
 
 
Forfeited
   
(4
)
   
98.04
     
 
 
Outstanding at June 30, 2017
   
111
    $
106.39
     
 
 
Granted
   
71
     
129.99
     
 
 
Vested
   
(16
)
   
95.46
     
 
 
Forfeited
   
(18
)
   
115.01
     
 
 
Outstanding at June 30, 2018
   
148
    $
117.95
     
 
 
Granted
   
56
     
170.96
     
 
 
Vested
   
(28
)
   
110.86
     
 
 
Forfeited
   
(36
)
   
143.72
     
 
 
Outstanding at June 30, 2019
   
139
    $
134.17
     
5.17
 
 
 
The total fair value of restricted stock units that vested was
$3.1
million for fiscal
2019,
$1.6
million for fiscal
2018,
and
$0.9
million for fiscal
2017.
The restricted stock units vest over a
three
-year period.
 
Stock-based compensation cost of
$32.3
 million,
$28
.2
million, and
$14.6
million was included in selling, general and administrative expense in fiscal
2019,
2018
and
2017,
respectively. The income tax benefit associated with stock-based compensation costs
was
$0.4
million and
$0.5
million in fiscal
2018,
and
2017,
respectively. As of
June 30, 2019,
there wa
s
$26.6
 million of unre
cognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock which will be expensed in fiscal
2020
through
2022
using a
3%
forfeiture rate. The weighted average period over which the compensation cost is expected to be recognized is
2.0
 years.
 
Employee stock purchase plan: 
In fiscal year
2015,
the Company established the Bio-Techne Corporation
2014
Employee Stock Purchase Plan (ESPP), which was approved by the Company's shareholders on
October 30, 2014,
and which is designed to comply with IRS provisions governing employee stock purchase plans.
200,000
shares were allocated to the ESPP. The Company recorded expense of
$0.5
million,
 
$0.3
million and
$0.2
million expense for the ESPP in fiscal
2019,
2018
and
2017,
respectively.
 
Profit sharing and savings plans:
The Company has profit sharing and savings plans for its U.S. employees, which conform to IRS provisions for
401
(k) plans. The Company makes matching contributions to the Plan. The Company has recorded an expense for contributions to the plans
of
$2.8
million
,
$2.5
million, and
$2.2
million for the years ended
June 30, 2019, 
2018,
and
2017,
respectively. The Company operates defined contribution pension plans for its U.K. employees. The Company has recorded an expense for contributions to the plans of
$1.4
million,
$1.4,
and
$0.8
million for the years ended
June 30, 2019,
2018
and
2017,
respectively.
 
Performance incentive programs:
In fiscal
2019,
under certain employment agreements and a Management Incentive Plan available to executive officers and certain management personnel, the Company recorded cash bonuses of
$9.3
 million,
granted options for 
618,898
shares of common stock, issued
11,279
restricted common shares and
25,
903
restricted stock units. In fiscal
2018
and fiscal
2017,
the Company recorded cash bonuses of
$7.2
million and
$4.7
million, granted options for
553,750
and
896,778
shares of common stock, and issued
14,194
and
16,653
restricted common stock shares and
35,174
and
39,931
restricted stock, respectively.