NOTE 3. Stock-Based Compensation

The Company follows guidance provided by Accounting Standards Codification (“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 the three month periods ended June 30, 2015 and June 30, 2014, includes stock-based compensation expense of $149 net of tax, or $0.01 per diluted share, and $198 net of tax, or $0.02 per diluted share, respectively. Stock based compensation expense is included in selling, general and administrative expenses. Additional compensation cost will be recognized as new stock-based grants are awarded.

The Company maintains the 2006 Long-Term Incentive Plan (the “2006 Plan”), and the 2012 Incentive Compensation Plan (the “2012 Plan” and together with 2006 Plan collectively, the “Plans”).

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 each of the Plans, option exercise prices equal the fair value of the common shares at their respective grant dates. Options granted to officers and employees expire no later than 10 years after the date of the grant. In most circumstances prior to fiscal year 2014, options granted to directors, officers, and employees generally 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 option-pricing model uses dividend yield, volatility, risk-free rate, expected term, and forfeiture assumptions to value stock options and was used to value 8,750 of the total 70,000 options granted in fiscal 2016, (40,000 of which were granted to Serge Dupuis, CFO, Treasurer and Corporate Secretary on May 28, 2015) and 55,000 of the total 440,000 options granted in fiscal 2015. The Black-Scholes weighted-average value at each grant date per option granted in fiscal 2016 was $3.66 and in fiscal 2015 were $4.61, $3.85, and $3.72. Expected volatilities are based on historical volatility of the Company’s common stock and other factors, and the risk-free rate for periods within the option’s contractual life is based on the U.S. Treasury yield curve at the time of the grant. The Company uses historical data to estimate the expected option term and 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 used the following assumptions to estimate the fair value of option grants under the Black-Scholes method:



	Dividend yield			Volatility		Risk-free interest rate		Expected term of options (in years)	Forfeiture adjustment
2016 $3.66 value per option		0.0	%	29.5	%	1.9	%	7.0	0.0	%
2015 $4.61 value per option		0.0	%	30.0	%	2.1	%	7.0	0.0	%
2015 $3.85 value per option		0.0	%	30.9	%	2.2	%	7.0	0.0	%
2015 $3.72 value per option		0.0	%	30.9	%	2.2	%	7.0	0.0	%

The remaining 61,250 options granted in fiscal 2016 had a weighted-average value per option of $2.49. The remaining 385,000 options granted in fiscal 2015 had a weighted-average value per option of $3.05, $2.49 and $2.49 at the grant date. These valuations used a Monte Carlo simulation because the option vesting was based on service and market conditions. Expected volatilities are based on the historical volatility of the Company’s common stock and other factors and 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 the option contractual life for the expected option term and assumes a forfeiture rate using historical data for employees who receive stock options. The Company used the following assumptions to estimate the fair value of option grants under the Monte Carlo simulation:



	2016 $2.49 value per option		2015 $3.05 value per option			2015 $2.49 value per option			2015 $2.49 value per option
Dividend yield	0.0	%		0.0	%		0.0	%		0.0	%
Volatility	33.7	%		32.3	%		33.7	%		33.7	%
Risk-free interest rate	2.5	%		2.6	%		2.5	%		2.5	%
Expected term of options (in years)	10.0			10.0			10.0			10.0
Forfeiture adjustment	1.2	%		1.4	%		1.2	%		1.2	%
Suboptimal behavior factor	1.6			1.6			1.6			1.6

The following table summarizes stock option activity under all Plans and other grants authorized by the Board of Directors.

	Number of Shares		Aggregate Intrinsic Value		Approximate Remaining Contractual Term (Years)		Weighted- Average Exercise Price
Outstanding at March 31, 2015	1,155,999		$	1,480		8	$	9.26
Granted	70,000			—		10		10.41
Exercised	(34,500	)		75		—		8.07
Canceled or expired	(36,000	)		—		—		8.61
Outstanding at June 30, 2015	1,155,499			2,479		8		9.58
Options exercisable at June 30, 2015	631,000			1,748		7		8.84
Unvested options expected to become exercisable after June 30, 2015	524,499			730		9		10.47
Shares available for future option grants at June 30, 2015 (a)	234,254

(a)	May be decreased by restricted stock grants.

Cash received from stock option exercises during the first three months of fiscal 2016 was approximately $279. The aggregate intrinsic value of options exercised during the first three months of fiscal 2016 was approximately $75. 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. There was no tax benefit generated to the Company from options granted prior to April 1, 2006 and exercised during fiscal 2016.

During the first three months of fiscal 2016 and fiscal 2015, stock option compensation expense recorded in selling, general and administrative expenses was $177 and $237, respectively, before taxes of $66 and $88, respectively. As of June 30, 2015, there was $935 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 approximately two 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 Plans. Under the 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 follows.


	Number of Shares			Weighted – Average Grant Date Fair Value
Non-vested at March 31, 2015		30,164		$	8.81
Granted		13,122			10.41
Vested		(4,948	)		8.89
Cancelled		(1,712)			10.07
Non-vested at June 30, 2015		36,626			10.02

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 issuance. Other than the restricted stock granted in fiscal 2012 and fiscal 2013, 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 contained 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 the first three months of fiscal 2016 and fiscal 2015, compensation expense related to restricted stock awards recorded in selling, general and administrative expenses was $60 and $78, respectively, before taxes of $22 and $29, respectively. As of June 30, 2015, there was approximately $228 of unrecognized compensation cost related to non-vested restricted stock awards, which is expected to be recognized over a period of approximately two years.