Note 8 - Stockholders' Equity

12 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

8.

Stockholders’ Equity

Preferred Stock

— The Company has authorized

three

classes of preferred stock consisting of

200,000

shares of Six Percent (

6%

) Voting Cumulative Preferred Stock, par value

$0.25

(

“6%

Preferred”);

30,000

shares of Preferred Stock Without Par Value to be issued in series by the Board of Directors,

none

of which are currently designated or outstanding; and

8,200,000

shares of Preferred Stock with

$.025

par value, Class A, to be issued in series by the Board of Directors (“Class A Preferred”). The Board of Directors has designated

four

series of Class A Preferred including

10%

Cumulative Convertible Voting Preferred Stock—Series A (“Series A Preferred”);

10%

Cumulative Convertible Voting Preferred Stock—Series B (“Series B Preferred”); Convertible Participating Preferred Stock; and Convertible Participating Preferred Stock, Series 

2003.

The Convertible Participating Preferred Stock and Convertible Participating Preferred Stock, Series 

2003

are convertible at the holders’ option on a

one

-for-

one

basis into shares of Class A Common Stock, subject to antidilution adjustments. These series of preferred stock have the right to receive dividends and distributions at a rate equal to the amount of any dividends and distributions declared or made on the Class A Common Stock.

No

dividends were declared or paid on this preferred stock in fiscal

2018,

2017

or

2016.

In addition, these series of preferred stock have certain distribution rights upon liquidation. Upon conversion, shares of these series of preferred stock become authorized but unissued shares of Class A Preferred and

may

be reissued as part of another series of Class A Preferred. As of

March 

31,

2018,

the Company has an aggregate of

6,761,971

shares of non-designated Class A Preferred authorized for issuance.

The Convertible Participating Preferred Stock has a liquidation preference of

$12

per share and a stated value of

$11.931

per share. There were

37,529

shares outstanding as of

March 

31,

2018

after conversions of

51,722

shares into Class A Common Stock during the year. The Convertible Participating Preferred Stock, Series 

2003

was issued as partial consideration of the purchase price in the Chiquita Processed Foods acquisition. The

967,742

shares issued in that

2003

acquisition were valued at

$16.60

per share which represented the then market value of the Class A Common Stock into which the preferred shares were immediately convertible. This series has a liquidation preference of

$15.50

per share and has

500

shares outstanding as of

March 

31,

2018.

There are

407,240

shares of Series A Preferred outstanding as of

March 

31,

2018

which are convertible into

one

share of Class A Common Stock and

one

share of Class B Common stock for every

20

shares of Series A Preferred. There are

400,000

shares of Series B Preferred outstanding as of

March 

31,

2018

which are convertible into

one

share of Class A Common Stock and

one

share of Class B Common Stock for every

30

shares of Series B preferred. There are

200,000

shares of

6%

Preferred outstanding as of

March 

31,

2018

which are callable at their par value at any time at the option of the Company. The Company paid dividends of

$20,000

on the Series A and Series B Preferred and

$3,000

on the

6%

Preferred during each of fiscal

2018,

2017

and

2016.

Common Stock

— The Class A Common Stock and the Class B Common Stock have substantially identical rights with respect to any dividends or distributions of cash or property declared on shares of common stock, and rank equally as to the right to receive proceeds on liquidation or dissolution of the Company after payment of the Company’s indebtedness and liquidation right to the holders of preferred shares. However, holders of Class B Common Stock retain a full vote per share, whereas the holders of Class A Common Stock have voting rights of

1/20th

of

one

vote per share on all matters as to which shareholders of the Company are entitled to vote. During

2018,

there were

no

shares of Class B Common Stock issued in lieu of cash compensation under the Company's Profit Sharing Bonus Plan.

Unissued shares of common stock reserved for conversion privileges of designated non-participating preferred stock were

33,695

of both Class A and Class B as of

March 

31,

2018

and

2017.

Additionally, there were

38,029

and

89,751

shares of Class A reserved for conversion of the Participating Preferred Stock as of

March 

31,

2018

and

2017,

respectively.

Treasury Stock

— During

2018,

the Company repurchased

$4.6

million, or

150,303

shares of its Class A Common Stock and

$7,000,

or

200

shares of its Class B Common Stock. As of

March 31, 2018,

there is a total of

$69.6

million, or

2,409,096

shares, of repurchased stock. These shares are

not

considered outstanding. The Company contributed

$1.5

million or

41,553

treasury shares for the

401

(k) match in

2018

as described in Note

8,

Retirement Plans.