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ACCOUNTING FOR STOCK-BASED COMPENSATION
6 Months Ended
Sep. 30, 2013
ACCOUNTING FOR STOCK-BASED COMPENSATION  
ACCOUNTING FOR STOCK-BASED COMPENSATION

2.              ACCOUNTING FOR STOCK-BASED COMPENSATION

 

The Company accounts for stock-based awards made to its employees and Board of Directors in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 718, Compensation—Stock Compensation, which requires the measurement and recognition of all compensation costs for stock-based awards made to employees and the Board of Directors based upon fair value over the requisite service period for awards expected to vest.

 

The Company recognized $333,000 and $(362,000) of stock-based compensation costs (credits) for the three months ended September 30, 2013 and September 30, 2012, respectively. The Company recognized $641,000 and $(104,000) of stock-based compensation costs (credits) for the six months ended September 30, 2013 and September 30, 2012, respectively. The credits for the three and six months ended September 30, 2012 include a reversal of certain incentive compensation plan costs previously accrued, which were terminated as a result of the retirement of our former Chief Executive Officer in September of 2012.  The income tax (expense) benefit recognized related to the compensation costs (credits) for the three months ended September 30, 2013 and September 30, 2012 was approximately $112,000 and $(123,000), respectively.  The income tax (expense) benefit recognized related to the compensation costs (credits) for the six months ended September 30, 2013 and September 30, 2012 was approximately $211,000 and $(35,000), respectively.

 

The following table summarizes stock-based compensation costs included in the Company’s consolidated statements of operations and comprehensive income:

 

 

 

Three Months Ended

 

Six Months Ended

 

(In thousands)

 

September 30,
2013

 

September 30,
2012

 

September 30,
2013

 

September 30,
2012

 

Cost of revenues

 

$

104

 

$

86

 

$

217

 

$

144

 

Selling, general and administrative

 

229

 

(448

)

424

 

(248

)

Total share-based compensation expense (credits) before tax

 

$

333

 

$

(362

)

$

641

 

$

(104

)

 

Stock Option and Other Compensation Plans

 

The Company has various stock option and other compensation plans for directors, officers, and employees. The Company had the following stock plans outstanding as of September 30, 2013: the 1998 Non-Qualified Option Plan, the 1999 Combination Plan, the 2000 Combination Plan, the 2002 Combination Plan, the 2003 Stock Plan for Non-Employee Directors and the 2005 Equity and Incentive Plan. There are 3,480,000 shares authorized for issuance pursuant to equity awards under these plans. Vesting periods are at the discretion of the Board of Directors and typically range from one to three years. Certain of the options granted vest upon the achievement of certain performance based goals as well as service time incurred.  Options under these plans are granted at fair market value and have a term of ten years from the date of grant.

 

Stock Options

 

The following tables summarize stock option activity for the six months ended September 30, 2013:

 

 

 

Number of
Shares

 

Weighted
Average
Exercise
Price ($)

 

Weighted
Average

Contractual
Life

 

Aggregate
Intrinsic

Value

 

 

 

 

 

 

 

 

 

 

 

Options outstanding at March 31, 2013

 

315,162

 

$

56.72

 

4.08

 

 

 

Grants

 

 

 

 

 

 

 

Exercises

 

(37,037

)

40.41

 

 

 

$

750,000

 

Cancellations

 

(5,345

)

43.66

 

 

 

 

 

Options outstanding at September 30, 2013

 

272,780

 

$

59.19

 

3.78

 

 

 

Options exercisable at September 30, 2013

 

270,966

 

$

59.17

 

 

 

 

 

 

Information related to the stock options outstanding as of September 30, 2013 is as follows:

 

Range of Exercise Prices

 

Number of
Shares

 

Weighted-
Average

Remaining
Contractual
Life (years)

 

Weighted-
Average

Exercise Price
($)

 

Exercisable
Number of
 Shares

 

Exercisable
Weighted-
Average

Exercise Price
($)

 

$11.58 - $20.00

 

10,750

 

0.57

 

$

15.80

 

10,750

 

$

15.80

 

$20.01 - $30.00

 

13,200

 

0.96

 

28.50

 

13,200

 

28.50

 

$30.01 - $40.00

 

8,629

 

1.18

 

39.06

 

8,629

 

39.06

 

$40.01 - $50.00

 

18,200

 

2.47

 

47.28

 

18,200

 

47.28

 

$50.01 - $60.00

 

41,316

 

2.23

 

53.42

 

41,316

 

53.42

 

$60.01 - $70.00

 

124,504

 

4.07

 

64.16

 

122,690

 

64.20

 

$70.01 - $75.82

 

56,181

 

6.38

 

74.87

 

56,181

 

74.87

 

$11.58 - $75.82

 

272,780

 

3.78

 

$

59.19

 

270,966

 

$

59.17

 

 

The Company deems the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value of stock-based awards. The Black-Scholes method of valuation requires several assumptions: (1) the expected term of the stock-based award; (2) the expected future stock volatility over the expected term; (3) a risk-free interest rate; and (4) the expected dividend yield. The expected term represents the expected period of time that the Company believes the options will be outstanding based on historical information. Estimates of expected future stock price volatility are based on the historic volatility of the Company’s common stock and the risk-free interest rate is based on the U.S. Zero-Bond rate. The expected dividend yield is based on the assumption that the Company would continue paying dividends on its common stock at the same rate for the foreseeable future.

 

There were no options granted in the three or six month periods ended September 30, 2013 or September 30, 2012.

 

As of September 30, 2013, there was no remaining unrecognized compensation cost related to options granted. Non-vested common stock options are subject to the risk of forfeiture until the fulfillment of specified conditions.

 

Restricted Stock and Restricted Stock Units

 

The Company has instituted long-term incentive plans for certain key employees. These plans call for the issuance of restricted stock, restricted stock units, restricted stock options, and/or cash incentives which vest or are paid upon the achievement of certain performance-based goals as well as service time incurred.  Restricted stock and restricted stock units may also be granted to other employees with vesting periods that range from one to three years.  In addition, annually the non-employee directors are granted restricted stock. Restricted stock shares granted to our non-employee directors vest on a pro-rata basis on service time performed over a one-year period.  The fair values of the restricted stock and restricted stock unit awards are equal to the market price per share of the Company’s common stock on the date of grant.

 

Non-vested restricted stock and stock unit awards are subject to the risk of forfeiture until the fulfillment of specified conditions. As of September 30, 2013, there was $1,117,000 of total unrecognized compensation costs related to non-vested restricted stock and stock unit awards granted under the Company’s stock plans. These costs are expected to be recognized over a weighted average period of less than one year.

 

The following table summarizes the status of the Company’s non-vested restricted stock and stock unit awards for the six months ended September 30, 2013:

 

 

 

Number of
Shares

 

Weighted Average
Grant Date
Fair Value
($)

 

Outstanding at March 31, 2013

 

28,109

 

$

66.20

 

Granted

 

16,606

 

57.49

 

Vested

 

(12,399

)

67.81

 

Forfeited

 

(2,261

)

61.33

 

Outstanding at September 30, 2013

 

30,055

 

$

61.10