STOCK-BASED COMPENSATION

Stock Option Plans

The Company has a 2002 Stock Option Plan, a 2005 Stock Option Plan, a 2008 Stock Option Plan, a 2011 Stock Option Plan and a 2017 Stock Incentive Plan for the benefit of certain non-employee directors, officers, and key employees. Under these plans, a total of 4,950,000 shares of common stock have been authorized and reserved for issuance pursuant to grants approved by the Compensation and Stock Option Committee of the Board of Directors. Stock options granted under these plans have a maximum duration of 10 years, may be subject to certain vesting requirements, which are generally three to five years for officers, non-employee directors, and key employees, and are priced at the market value of the Company's common stock on the option's grant date. At December 31, 2017, there were a total of 1,280,821 shares of common stock available for grant under the plans.

Stock-based compensation is recognized as provided under FASB ASC Topic 718-10 and FASB ASC Topic 505-50. FASB ASC Topic 718-10 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the consolidated financial statements based on their grant date fair values. The Company has applied the Black-Scholes valuation model in determining the grant date fair value of the stock option awards. Compensation expense is recognized only for those options expected to vest.

The weighted-average fair value at the grant date for options issued during the three months ended December 31, 2017 and 2016 was $39.63 and $22.25, respectively. The weighted-average fair value at the grant date for options issued during the nine months ended December 31, 2017 and 2016 was $39.33 and $22.24, respectively. Fair value was estimated at grant date using the weighted-average assumptions listed below:



	Three months ended December 31,		Nine months ended December 31,
	2017	2016	2017	2016

Dividend Yield	—%	—%	—%	—%
Expected Volatility	53.02%	48.83%	52.97%	48.90%
Average risk-free rate	1.97%	1.19%	1.97%	1.90%
Expected Life	5.0 years	5.0 years	5.0 years	5.0 years

The expected stock price volatility is based on the historical volatility of the Company's common stock for a period approximating the expected life. The expected life represents the period of time that options are expected to be outstanding after the grant date. The risk-free rate reflects the interest rate at grant date on zero coupon U.S. governmental bonds having a remaining life similar to the expected option term.

Option activity for the nine months ended December 31, 2017 was as follows:



	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value

Options outstanding, beginning of period	860,741		$	67.28
Granted during period	57,320		83.02
Exercised during period	(155,710	)	56.11
Forfeited during period	(15,459	)	63.14
Expired during period	(14,144	)	80.87
Options outstanding, end of period	732,748		$	70.71	6.1 years	$	8,815,506
Options exercisable, end of period	527,249		$	71.47	5.3 years	$	5,959,813

The aggregate intrinsic value reflected in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price on December 31, 2017 and the exercise price, multiplied by the number of in-the-money options) that would have been received by option holders had all option holders exercised their options as of December 31, 2017. This amount will change as the market price of the common stock changes. The total intrinsic value of options exercised during the periods ended December 31, 2017 and 2016 was as follows:



	December 31, 2017		December 31, 2016

Three months ended	$	1,334,062	$	500,137
Nine months ended	$	4,010,659	$	612,530

As of December 31, 2017, total unrecognized stock-based compensation expense related to non-vested stock options amounted to approximately $3.1 million, which is expected to be recognized over a weighted-average period of approximately 2.3 years.

Restricted Stock

The Company has not granted any shares of restricted stock during fiscal 2018.

During fiscal 2017, the Company granted 74,490 shares of restricted stock (which are equity classified), to certain executive officers, with a grant date weighted average fair value of $51.15 per share. One-third of these awards will vest on each anniversary of the grant date over the next three years.

During fiscal 2016, the Company granted 69,950 shares of restricted stock (which are equity classified), to certain executive officers, with a grant date weighted average fair value of $28.11 per share. One-third of these awards will vest on each anniversary of the grant date over the next three years.

During fiscal 2014 and 2013 the Company granted 8,590 and 70,800 Group A performance based restricted stock awards to certain officers. Group A awards vested on April 30, 2015 based on the Company's achievement of the following performance goals as of March 31, 2015:



EPS Target		Restricted Shares Eligible for Vesting (Percentage of Award)
$10.29		100%
$9.76		67%
$9.26		33%
Below $9.26		0%

During fiscal 2014 and 2013 the Company granted 56,660 and 443,700 Group B performance based restricted stock awards to certain officers. As of December 31, 2017, no Group B awards remain unforfeited and outstanding. Group B awards would have vested as follows, if the Company achieved the following performance goals during any successive trailing four quarters during the measurement period ending on March 31, 2017:



Trailing 4 quarter EPS Target		Restricted Shares Eligible for Vesting (Percentage of Award)
$13.00		25%
$14.50		25%
$16.00		25%
$18.00		25%

During fiscal 2016 the Company determined that the earnings per share targets associated with the Group B stock awards were not achievable during the measurement period which ended on March 31, 2017. Subsequently, the Compensation and Stock Option Committee of the Board of Directors amended the awards allowing 25% of the Group B awards to vest for certain officers. The officers were required to forfeit their remaining Group B shares as a part of the amendment. FASB Topic ASC 718 defines a grant modification as a change in any of the terms or conditions of a stock-based compensation award to include accelerated vesting. The Company determined that since the Group B awards would not have otherwise vested pre-modification, the accelerated vesting qualified as a Type III modification. The Company released approximately $9.7 million of compensation expense, including $2.9 million related to the Type III modification, during the year ended March 31, 2016 associated with the Group B awards.

Compensation expense related to restricted stock is based on the number of shares expected to vest and the fair market value of the common stock on the grant date. The Company recognized compensation expense of $0.3 million and $0.6 million for the three months ended December 31, 2017 and 2016, respectively, and recognized $1.6 million and $1.0 million for the nine months ended December 31, 2017 and 2016, respectively, which is included as a component of general and administrative expenses in the Company’s Consolidated Statements of Operations.

As of December 31, 2017, there was approximately $1.3 million of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over the next 1.6 years based on current estimates.

A summary of the status of the Company’s restricted stock as of December 31, 2017, and changes during the nine months ended December 31, 2017, are presented below:



	Shares		Weighted Average Fair Value at Grant Date

Outstanding at March 31, 2017	111,361		$	43.11
Granted during the period	—		—
Vested during the period	(42,880	)	40.99
Forfeited during the period	—		—
Outstanding at December 31, 2017	68,481		$	44.44

Total share-based compensation included as a component of net income during the three and nine-month periods ended December 31, 2017 and 2016 was as follows:



	Three months ended December 31,			Nine months ended December 31,
	2017		2016	2017	2016
Share-based compensation related to equity classified awards:
Share-based compensation related to stock options	$	712,286	2,149,340	1,834,513	3,131,760
Share-based compensation related to restricted stock, net of adjustments and exclusive of cancellations	323,201		618,023	1,613,319	1,041,891
Total share-based compensation related to equity classified awards	$	1,035,487	2,767,363	3,447,832	4,173,651