STOCKHOLDERS' EQUITY

12 Months Ended

Mar. 31, 2015

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

6. STOCKHOLDERS’ EQUITY

Preferred Stock

The Company’s articles of organization authorize its Board of Directors to issue up to 100,000 shares of preferred stock in one or more series, to determine and fix certain relative rights and preferences of the shares of any series, to fix the number of shares constituting any such series, and to fix the designation of any such series, without further vote or action by its shareholders. The Company has no present plans to issue shares of preferred stock. In 1998, the Company designated a series of Preferred Stock (the “Series A Preferred Stock”) to be issued upon the exercise of Rights issued under the Company’s Shareholder Rights Plan. Under the Shareholder Rights Plan, adopted in 1998 and reissued upon its expiration in April 2008, its stockholders are entitled to purchase shares of its Series A Preferred Stock under certain circumstances. These circumstances include the purchase of 20% or more (or in certain circumstances more than 14.9%) of the outstanding shares of common stock by a person or group, or the announcement of a tender or exchange offer to acquire 20% or more (or in certain circumstances more than 14.9%) of the outstanding common stock.

Stock Repurchase Program

On August 2, 2012, the Board of Directors announced the approval of the Company’s fourth Stock Repurchase Program which authorized the Company to repurchase up to $35 million of additional shares of its common stock from time to time on the open market or in privately negotiated transactions.  This program was completed in May of 2013.  On May 7, 2013, the Board of Directors announced the approval of its fifth Stock Repurchase Program which authorized the Company to repurchase up to an additional $35 million of shares of its common stock from time to time on the open market or in privately negotiated transactions. On December 1, 2014, the Board of Directors announced an expansion of this stock repurchase program increasing the program authorization to $50 million of shares of its common stock.

During the fiscal year ended March 31, 2015, the Company repurchased 743,099 shares of common stock under this Program at an average price of $49.08.  As of March 31, 2015, the remaining balance available under the programs to repurchase shares was $13,490,000.

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 option plans outstanding as of March 31, 2015: the 2003 Stock Plan for Non-Employee Directors, the 2005 Equity and Incentive Plan, and the 2014 Equity and Incentive Plan. There are 512,000 shares remaining available for issuance under these plans.  Vesting periods are at the discretion of the Board of Directors and typically range from one to three years.  Options under these plans are granted at fair market value and have a term of ten years from the date of grant.

Stock Options:    A summary of the Company’s stock option activity is as follows:

	2015				2014				2013
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Options outstanding, beginning of year	224,964		$	62.75	315,162		$	56.72	376,331		$	55.10
Options granted	—		—		—		—		—		—
Options exercised	(26,224	)	40.93		(84,853	)	41.55		(50,505	)	42.75
Options canceled or expired	(6,906	)	54.58		(5,345	)	43.66		(10,664	)	65.72
Options outstanding, end of year	191,834		$	66.03	224,964		$	62.75	315,162		$	56.72
Options exercisable, end of year	191,834		$	66.03	223,150		$	62.76	312,895		$	56.68

The following summarizes certain data for options outstanding and exercisable at March 31, 2015:

	Number of  Shares	Range of Exercise Prices	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life
Options outstanding:	26,933	$51.56-$60.00	$	53.49	0.57
	164,901	$60.01-$75.82	68.07		3.26
	191,834	$51.56-$75.82	$	66.03	2.88
Options exercisable:	26,933	$51.56-$60.00	$	53.49	0.57
	164,901	$60.01-$75.82	68.07		3.26
	191,834	$51.56-$75.82	$	66.03	2.88

The total intrinsic value, representing the difference between market value on the date of exercise and the option price, of stock options exercised during fiscal 2015, 2014 and 2013 was $616,000, $1,906,000 and $986,000, respectively.   Non-vested stock option awards are subject to the risk of forfeiture until the fulfillment of specified conditions. As of March 31, 2015, there was no unrecognized compensation cost related to non-vested stock option awards granted under the Company’s stock plans.

The Company realizes a tax deduction upon the exercise of non-qualified stock options and disqualifying dispositions of incentive stock options due to the recognition of compensation expense in the calculation of its taxable income. The amount of the compensation recognized for tax purposes is based on the difference between the market value of the common stock and the option price at the date the options are exercised and/or sold. The Company receives an additional tax deduction when restricted stock vests at a higher value than the value used to recognize compensation expense at the date of grant.  These tax benefits are credited to additional paid-in capital if it is considered more likely than not that they will be realized. During fiscal 2015, 2014 and 2013, a tax benefit of $291,000, $9,000 and $135,000, respectively, was recorded to additional paid-in capital for exercises and/or sales of stock options or stock.

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, stock options, and/or cash awards which vest upon the achievement of certain performance based goals as well as service time incurred. In fiscal years 2015 and 2014, this award consisted of restricted stock unit awards and cash.  In fiscal 2013, the Company opted to issue this long term incentive plan with only a cash award which resulted in fewer restricted stock awards being granted.

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 Board of Directors is granted restricted stock. These restricted stock shares vest on a pro-rata basis on service time performed over a one year period.  The fair values of these restricted stock 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 March 31, 2015 there was $2,921,000 of total unrecognized compensation cost related to non-vested restricted stock and stock unit awards granted under the Company’s stock plans. This cost is expected to be recognized over a weighted average of 1.8 years.

A summary of the Company’s restricted stock and stock unit activity is as follows:

	2015				2014				2013
	Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price
Unvested restricted stock and units outstanding, beginning of year	72,000		$	61.30	28,109		$	66.20	40,599		$	68.63
Granted	65,950		63.67		70,515		60.52		19,657		61.00
Vested	(33,834	)	60.89		(22,561	)	64.53		(17,463	)	68.08
Forfeited	(12,279	)	62.53		(4,063	)	63.73		(14,684	)	63.71
Unvested restricted stock and units outstanding, end of year	91,837		$	62.99	72,000		$	61.30	28,109		$	66.20