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Stock-Based Compensation
12 Months Ended
Mar. 31, 2012
Stock-Based Compensation [Abstract]  
STOCK-BASED COMPENSATION

9.    STOCK-BASED COMPENSATION

The Company follows guidance issued by ASC 718, “Accounting for Stock-Based Compensation”. Compensation cost is recognized for all awards granted and modified based on the grant date fair value of the awards. Net income (loss) for each of the periods ended March 31, 2012, 2011, and 2010, includes $392, $263, and $462, respectively, net of tax, of stock-based compensation expense. Stock-based compensation expense is recorded in selling, general and administrative expense. Additional compensation cost will be recognized as new options are awarded. The Company has not made any material modifications to its stock-based compensation plans as the result of the issuance of this guidance.

The Company maintains the Amended and Restated 1992 Long-Term Incentive Plan (the “1992 Plan”), the 1999 Long-Term Incentive Plan (the “1999 Plan”), the 2004 Long-Term Incentive Plan (the “2004 Plan”), the 2006 Long-Term Incentive Plan (the “2006 Plan”), and the 2012 Incentive Compensation Plan (the “2012 Plan”).

Under the terms of the 2012 Plan, 750,000 shares of the Company’s common stock may be granted as stock options or awarded as restricted stock to officers, non-employee directors, certain employees, and other key individuals of the Company through October 2022. Under the terms of the 2006 Plan, 500,000 shares of the Company’s common stock may be granted as stock options or awarded as restricted stock to officers, non-employee directors, and certain employees of the Company through July 2016. Under the terms of the 2004 Plan, 200,000 shares of the Company’s common stock may be granted as stock options or awarded as restricted stock to officers, non-employee directors, and certain employees of the Company through September 2014. The 1999 Plan expired in July 2009, and no further grants or awards may be made under this plan. Under the 1999 Plan, there remain outstanding unexercised options granted in fiscal years 2004, 2006, 2007 and 2008. The 1992 Plan expired in September 2002, and no further grants or awards may be made under this plan. There remain outstanding unexercised options granted in fiscal 2002 under the 1992 Plan.

 

Under each of the 1992, 1999, 2004, 2006, and 2012 Plans, option exercise prices equal the fair market value of the common shares at the respective grant dates. Prior to May 1999, options granted to officers and employees and all options granted to non-employee directors expired if not exercised on or before five years after the date of the grant. Beginning in May 1999, options granted to officers and employees expire no later than 10 years after the date of the grant. Options granted to directors, officers, and employees vest ratably over three years beginning one year after the date of the grant. In certain circumstances, including a change of control of the Company as defined in the various Plans, option vesting may be accelerated.

The Black-Scholes weighted-average value per option granted in fiscal 2012 was $2.75, $2.58, $2.72, $2.81 and $2.13. In fiscal 2011, the Black-Scholes weighted average values per option granted were $2.21 and $2.41, and in fiscal 2010 the Black-Scholes weighted-average value per option granted was $2.52, $2.55, and $2.63. The Black-Scholes option pricing model uses dividend yield, volatility, risk-free rate, expected term, and forfeiture assumptions to value options granted in fiscal 2012, fiscal 2011, and fiscal 2010. Expected volatilities are based on historical volatility of the Company’s common stock and other factors. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The Company uses historical data to estimate the expected option term. The Company assumed no forfeitures because of the limited number of employees at the executive and senior management levels who receive stock options, past employment history, and current stock price projections. The Company uses the following assumptions to estimate the fair value of option grants.

 

                                 
    Dividend
Yield
    Volatility     Risk-Free
Interest Rate
    Expected
Term of
Options (in
Years)
 

2012 $2.75 value per option

    0.0     25.6     1.5     7.0  

2012 $2.58 value per option

    0.0     25.8     1.6     7.0  

2012 $2.72 value per option

    0.0     25.8     1.6     7.0  

2012 $2.81 value per option

    0.0     25.4     1.9     7.0  

2012 $2.13 value per option

    0.0     25.3     1.9     7.0  

2011 $2.21 value per option

    0.0     25.7     2.1     7.0  

2011 $2.41 value per option

    0.0     30.2     3.2     7.0  

2010 $2.52 value per option

    0.0     32.6     3.1     7.0  

2010 $2.55 value per option

    0.0     34.0     3.2     7.0  

2010 $2.63 value per option

    0.0     34.0     3.4     7.0  

 

The following table summarizes stock option activity under all plans:

 

                                 
    Number
of

Shares
    Aggregate
Intrinsic
Value
    Approximate
Remaining
Contractual
Term (Years)
    Weighted —
Average
Exercise
Price
 

Outstanding at March 31, 2010

    624,911     $ 198       7     $ 8.38  

Granted

    117,000                 $ 6.74  

Exercised

                    $  

Canceled or expired

    (67,000               $ 9.01  
   

 

 

                         

Outstanding at March 31, 2011

    674,911     $ 934       6     $ 8.03  

Granted

    184,000                 $ 8.64  

Exercised

    (37,500   $ 78           $ 7.36  

Canceled or expired

    (61,834               $ 8.54  
   

 

 

                         

Outstanding at March 31, 2012

    759,577     $ 800       7     $ 8.17  
   

 

 

                         

Options exercisable at March 31, 2012

    464,244     $ 541       5     $ 8.45  

Unvested options expected to become exercisable after March 31, 2012

    295,333     $ 258       9     $ 7.75  

Shares available for future option grants at March 31, 2012(a)

    644,290                          

 

(a) May be decreased by restricted stock grants.

There were 184,000 and 117,000 options granted during fiscal 2012 and fiscal 2011, respectively. The weighted average grant date fair value of options issued during the year ended March 31, 2012 and 2011 was equal to $8.64 and $6.74, respectively.

Cash received from stock option exercises during the fiscal 2012 was approximately $194. In lieu of a cash payment for stock option exercises, the Company received 9,592 shares of common stock, which were retired into treasury, valued at the price of the common stock at the transaction date. The aggregate intrinsic value of options exercised during fiscal 2012 was approximately $78. The intrinsic value of stock options is the amount by which the market price of the stock on the date of exercise exceeded the market price of stock on the date of grant. No options were exercised during fiscal 2011 and fiscal 2010. There was no tax benefit generated to the Company from options granted prior to April 1, 2006 and exercised during fiscal 2012.

During fiscal 2012, 2011, and 2010, compensation expense associated with stock options was $330, $265, and $539, respectively, before taxes of $138, $111 and $226, respectively, and was recorded in selling, general, and administrative expense. As of March 31, 2012, there was approximately $545 of unrecognized compensation cost related to stock options granted but not yet vested that are expected to become exercisable. This cost is expected to be recognized over a weighted-average period of 2.1 years.

Except as otherwise authorized by the Board of Directors, it is the general policy of the Company that the stock underlying the option grants consists of authorized and unissued shares available for distribution under the applicable Plan. Under the 1992, 1999, 2004, 2006 and 2012 Plans, the Incentive and Compensation Committee of the Board of Directors (made up of independent directors) may at any time offer to repurchase a stock option that is exercisable and has not expired.

 

A summary of restricted stock award activity under all plans is as follows:

 

                 
    Number of
Shares
    Weighted —
Average Grant
Date

Fair Value
 

Non-vested at March 31, 2010

    37,984     $ 10.80  

Granted

    32,906     $ 6.85  

Vested

    (36,899   $ 6.29  

Cancelled

    (239   $ 11.07  
   

 

 

         

Non-vested at March 31, 2011

    33,752     $ 6.95  

Granted

    33,352     $ 9.69  

Vested

    (46,010   $ 8.21  

Cancelled

        $  
   

 

 

         

Non-vested at March 31, 2012

    21,094     $ 8.54  
   

 

 

         

Restricted stock awards are utilized both for director compensation and awards to officers and employees, and are distributed in a single grant of shares which are subject to forfeiture prior to vesting and have voting and dividend rights from the date of distribution. Other than the restricted stock granted in fiscal 2012, outstanding restricted stock awards to officers and employees have forfeiture and transfer restrictions that lapse ratably over three years beginning one year after the date of the award. Restricted stock awards granted to officers and employees in fiscal 2012 contain forfeiture and transfer restrictions that lapse after six months.

Restricted stock awards granted to non-employee directors prior to fiscal 2012 contain forfeiture provisions that lapse after one year and transfer restrictions that lapse six months after the person ceases to be a director. In certain circumstances, including a change of control of the Company as defined in the various Plans, forfeiture lapses on restricted stock may be accelerated.

The fair value of restricted stock awards is based on the market price of the stock at the grant date and compensation cost is amortized to expense on a straight-line basis over the requisite service period as stated above. The Company expects no forfeitures during the vesting period with respect to unvested restricted stock awards granted.

During fiscal 2012, 2011, and 2010, compensation expense related to restricted stock awards recorded in general, administrative, and selling expenses was $345, $188, and $257, respectively, before taxes of $145, $79, and $108, respectively. As of March 31, 2012, there was approximately $97 of unrecognized compensation cost related to non-vested restricted stock awards. This cost is expected to be recognized over a period of approximately six months.