SHARE-BASED COMPENSATION

6 Months Ended

Sep. 30, 2012

SHARE-BASED COMPENSATION [Abstract]

SHARE-BASED COMPENSATION

11. SHARE-BASED COMPENSATION

Share-Based Plans

We have share-based awards outstanding under the followingplans: (1) Amendment and Restatement of the 1998 Stock Incentive Plan (2003) (the "Amended LTIP (2003)"), (2) the 2008 Non-Employee Director Long-Term Incentive Plan ("2008 Director LTIP"), and (3) the 2008 Employee Long-Term Incentive Plan ("2008 Employee LTIP"). On September 13, 2012, our shareholders approved the 2012 Employee Long-Term Incentive Plan ("2012 Employee LTIP"), which has no awards outstanding as of September 30, 2012. Currently, awards are only issued under the 2008 Director LTIP and the 2008 Employee LTIP. All the share-based plans require the use of the previous trading day's closing price when the grant date falls on a date the stock was not traded.

For a summary of descriptions and vesting periods of the 1998 LTIP, the Amended LTIP (2001), the Amended LTIP (2003), the 2008 Director LTIP and the 2008 Employee LTIP discussed below, please refer to our Annual Report on Form 10-K for the year ended March 31, 2012.

Stock Option Activity

During the three and six months ended September 30, 2012 and 2011, there were no stock options granted to employees.

A summary of stock option activity during the six months ended September 30, 2012 is as follows:

	Number of Shares			Exercise Price Range		Weighted Average Exercise Price		Weighted Average Contractual Life Remaining (in years)		Aggregate Intrinsic Value
Outstanding, April 1, 2012		145,000		$	7.14 - $15.25	$	11.91
Options exercised (1)		(25,000	)	$	7.14	$	7.14
Outstanding, September 30, 2012		120,000		$	10.75 - $15.25	$	12.90		2.0	$	3,158,100
Vested at September 30, 2012		120,000				$	12.90		2.0	$	3,158,100
Exercisable at September 30, 2012		120,000				$	12.90		2.0	$	3,158,100

(1) The total intrinsic value of stock options exercised during the six months ended September 30, 2012 was $683 thousand.

Additional information regarding stock options outstanding as of September 30, 2012 is as follows:

		Options Outstanding and Exercisable
Range of Exercise Prices		Options Outstanding		Weighted Average Exercise Price per Share		Weighted Average Contractual Life Remaining (in years)
$	10.75 - $13.50		80,000	$	11.74		2.5
$	13.51 - $15.25		40,000	$	15.23		1.0
$	10.75 - $15.25		120,000	$	12.90		2.0

We issue shares from our authorized but unissued common stock to satisfy stock option exercises. At September 30, 2012, all of our options are vested.

Restricted Stock Activity

For the six months ended September 30, 2012, we granted 7,831 restricted shares under the 2008 Director LTIP, and 96,590 restricted shares under the 2008 Employee LTIP. A summary of the non-vested restricted shares is as follows:

	Number of Shares			Weighted Average Grant- date Fair Value
Nonvested April 1, 2012		276,130		$	20.75
Granted		104,421		$	32.64
Vested		(102,523	)	$	11.68
Forfeited		(1,167	)	$	20.17
Nonvested September 30, 2012		276,861		$	25.19

Upon each vesting period of the restricted stock awards, employees are subject to minimum tax withholding obligations. The 2008 Director LTIP and 2008 Employee LTIP allows us, at the participant's election, to withhold a sufficient number of shares due to the participant to satisfy their minimum tax withholding obligations. During the six months ended September 30, 2012, we withheld 28,807 shares of common stock at a value of $985 thousand, which was included in treasury stock.

Compensation Expense

We recognize compensation cost for awards of restricted stock with graded vesting on a straight line basis over the requisite service period and estimate the forfeiture rate to be zero, based on historical experience. There are no additional conditions for vesting other than service conditions. During the three months ended September 30, 2012 and 2011, we recognized $915 thousand and $650 thousand, respectively, of total share-based compensation expense. During the six months ended September 30, 2012 and 2011, we recognized $1.6 million and $1.1 million, respectively, of total share-based compensation expense. Unrecognized compensation expense related to non-vested restricted stock was $5.8 million, which will be fully recognized over the next 33 months.

We also provide our employees with a contributory 401(k) profit sharing plan. Employer contribution percentages are determined by us and are discretionary each year. The employer contributions vest pro-ratably over a four-year service period by the employees, after which, all employer contributions will be fully vested. For the three months ended September 30, 2012 and 2011, our contribution expense for the plan was approximately $236 thousand and $214 thousand, respectively. For the six months ended September 30, 2012 and 2011, our contribution expense for the plan was approximately $465 thousand and $417 thousand, respectively.