XML 22 R12.htm IDEA: XBRL DOCUMENT v3.3.1.900
Stockholders' Equity
9 Months Ended
Dec. 31, 2015
Stockholders' Equity Note [Abstract]  
Stockholders' Equity
Stockholders’ Equity
 
In May 2006, the Company adopted the 2006 Equity Incentive Plan (2006 Plan), which was amended May 9, 2007.  In September 2015, the Company's shareholders approved the 2015 Stock Incentive Plan (2015 SIP), which replaced the Company's 2006 Plan. As with the 2006 Plan, the primary purpose of the 2015 SIP is to encourage ownership in the Company by key personnel, whose long-term service is considered essential to the Company’s continued success.  The 2015 SIP reserves 1,275,000 shares of the Company’s common stock for issuance to employees, directors, consultants, independent contractors and advisors, plus any additional shares that are forfeited, or are otherwise terminated under the 2006 Plan.  The maximum aggregate number of shares that may be issued to employees under the 2015 SIP through the exercise of incentive stock options is 750,000.

In September 2015, the Company's shareholders approved the 2015 Employee Stock Purchase Plan (2015 ESPP). The primary purpose of the 2015 ESPP is to enhance the Company’s ability to attract and retain the services of eligible employees and provide additional incentives to eligible employees to devote their effort and skill to the Company’s advancement by providing them an opportunity to participate in the ownership of the Company’s stock. The 2015 ESPP provides for the initial authorization of 1,000,000 shares of the Company’s common stock. Eligible employees will be able to commence participation in the 2015 ESPP in March 2016. Each purchase period will be 6 months in duration and shares will be purchased on the last trading day of the purchase period at a price that reflects a 15% discount to the closing price.
 
The Company has elected to grant nonvested stock units (NSUs) annually to key personnel.  The NSUs granted entitle the recipients to receive shares of common stock of the Company upon vesting.  The vesting of most NSUs is subject to achievement of certain performance targets, with the remaining NSUs subject only to time-based vesting restrictions.  During the three months ended December 31, 2015, the Company granted approximately 18,000 time-based NSUs under the 2015 SIP at a weighted-average grant date fair value of $50.80 per share. During the nine months ended December 31, 2015, the Company granted approximately 185,000 performance-based NSUs at a weighted-average grant date fair value of $74.22 per share, as well as approximately 8,000 time-based NSUs at a weighted-average grant date fair value of $73.43 per share under the 2006 Plan, and approximately 30,000 time-based NSUs at a weighted-average grant date fair value of $56.06 per share under the 2015 SIP. The performance-based NSUs vest in equal one-third installments at the end of each of the three years after the performance goal has been achieved, and the time-based NSUs vest in equal annual installments over a three year period following the date of grant. The vesting schedule for these awards was established to encourage officers and key employees to remain with the Company for the long-term. As of December 31, 2015, the Company believed that the achievement of at least the threshold performance objective of the performance-based NSU awards granted during fiscal year 2016 was remote, and therefore the Company reversed approximately $1,300 of compensation expense previously recognized for these awards. As of December 31, 2015, future unrecognized compensation cost for these time-based NSUs granted during fiscal year 2016, excluding estimated forfeitures, was approximately $1,900.

As of December 31, 2015, the Company believed that the achievement of at least the threshold performance objectives of the fiscal year 2015 Long Term Incentive Plan awards granted in September 2014 was remote, and therefore the Company reversed approximately $2,200 of compensation expense previously recognized.

In November 2015, the Board approved long-term incentive awards under the 2015 SIP (2016 LTIP Awards). The shares under these awards will be available for issuance to current and future members of the Company's leadership team, including the Company's named executive officers. Each recipient will receive a specified maximum number of restricted stock units (RSUs), each of which will represent the right to receive one share of the Company's common stock. The awards will vest on March 31, 2018 only if the Company meets certain revenue targets and certain consolidated annual earnings before interest, taxes, depreciation, and amortization (EBITDA) targets for the fiscal year ending March 31, 2018. To the extent financial performance is achieved above the threshold levels for each of these performance criteria, the number of RSUs that will vest will increase up to a maximum of 200% of the targeted amount for that award. No vesting of any portion of the 2016 LTIP Awards will occur if the Company fails to achieve revenue and EBITDA amounts equal to at least 90% of either threshold amounts for these criteria. Following the determination of the Company’s achievement with respect to the revenue and EBITDA criteria for the performance period, the vesting of each 2016 LTIP Award will be subject to adjustment based on the application of a total shareholder return (TSR) modifier. The amount of the adjustment will be determined based on a comparison of the Company's TSR relative to the TSR of a pre-determined set of peer group companies for the 36-month performance period commencing on April 1, 2015 and ending on March 31, 2018. A Monte-Carlo simulation model, which is a generally accepted statistical technique, was used to determine the grant date fair value by simulating a range of possible future stock prices for the Company and each member of the peer group over the TSR 36-month performance period. Under this new program, the Company granted awards covering a maximum of approximately 308,000 RSUs during the quarter ended December 31, 2015. The average grant date fair value of these RSUs was $50.05 per share. Based on the Company's current long-range forecast, the Company believed that the achievement of at least the threshold performance objectives of these awards was probable, and therefore recognized compensation expense of approximately $400 during the three and nine months ended December 31, 2015.

On a quarterly basis, the Company grants fully-vested shares of its common stock to each of its outside directors.  The fair value of such shares, which is determined based on the closing price at the date of issuance, is expensed on the date of issuance.

In January 2015, the Company approved a new stock repurchase program to repurchase up to $200,000 of the Company’s common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements, and other factors. The program does not obligate the Company to acquire any particular amount of common stock and the program may be suspended at any time at the Company’s discretion. Under the program, during the nine months ended December 31, 2015 the Company repurchased approximately 979,000 shares for $69,201, or an average price of $70.69 per share. Through December 31, 2015, the Company had repurchased approximately 1,356,000 shares under the program for approximately $97,100, or an average price of $71.64 per share, leaving the remaining approved amount at approximately $102,900.

The following is a reconciliation of the Company’s retained earnings:

 
Retained Earnings
Balance at March 31, 2015
$
798,370

Net income
145,971

Repurchase of common stock
(69,190
)
Balance at December 31, 2015
$
875,151