STOCK-BASED COMPENSATION | 6 Months Ended |
Sep. 30, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
STOCK-BASED COMPENSATION | ' |
NOTE B–STOCK-BASED COMPENSATION |
In August 2013, the Company’s shareholders adopted the 2013 Omnibus Stock and Incentive Plan (the “2013 Plan”). Under the 2013 Plan, 1,100,000 shares are available for grant. The 2013 Plan permits the granting of stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards, other stock awards and dividend and dividend equivalents. At September 30, 2013, 1,099,500 shares of common stock remain available for issuance under the 2013 Plan. |
In August 2007, the Company’s shareholders adopted the 2007 Omnibus Stock and Incentive Plan (the “2007 Plan”, and along with the 2013 Plan, “the Plans”). As of September 30, 2013, 491,395 stock options, 16,200 shares of restricted stock, and 41,723 restricted stock units issued from the 2007 Plan are outstanding and 500 shares of restricted stock from the 2013 Plan are outstanding. The terms of the 2007 Plan are substantially identical to those of the 2013 Plan. With the adoption of the 2013 Plan, the Company’s Board of Directors determined no further awards will be granted from the 2007 Plan, of which 945,363 shares were available for grant at September 30, 2013. |
Option transactions under the plans during the six months ended September 30, 2013, are summarized as follows: |
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| | Shares | | | Weighted- | | | Weighted- | | | Aggregate | |
Average | Average | Intrinsic Value |
Exercise | Contractual | |
Price | Life | |
Outstanding at March 31, 2013 | | | 1,010,650 | | | $ | 17.61 | | | | | | | | | |
Granted | | | 96,209 | | | | 42.99 | | | | | | | | | |
Exercised | | | (606,393 | ) | | | 15.73 | | | | | | | | | |
Cancelled | | | (9,071 | ) | | | 25.68 | | | | | | | | | |
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Outstanding at September 30, 2013 | | | 491,395 | | | $ | 24.75 | | | | 8.03 years | | | $ | 15,872,000 | |
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Exercisable at September 30, 2013 | | | 265,659 | | | $ | 17.8 | | | | 7.61 years | | | $ | 10,427,000 | |
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The aggregate intrinsic value is based on the difference between the exercise price and the Company’s September 30, 2013 common share market value for in-the-money options. |
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The following tables summarize information concerning currently outstanding and exercisable stock options at September 30, 2013: |
Options Outstanding |
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Range of Exercise Prices | | Number Outstanding | | | Weighted-Average | | | Weighted-Average | | | | | |
Remaining Contractual Life | Exercise Price | | | | |
$6.26-9.38 | | | 7,800 | | | | 3.29 years | | | $ | 6.26 | | | | | |
9.57-13.84 | | | 57,164 | | | | 6.34 years | | | | 10.91 | | | | | |
14.68-21.03 | | | 238,507 | | | | 7.64 years | | | | 15.99 | | | | | |
21.96-27.69 | | | 24,000 | | | | 10.00 years | | | | 24.83 | | | | | |
33.67-43.79 | | | 163,924 | | | | 9.10 years | | | | 43.19 | | | | | |
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| | | 491,395 | | | | 8.03 years | | | $ | 24.75 | | | | | |
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Options Exercisable |
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Range of Exercise Prices | | Number Exercisable | | | Weighted-Average | | | | | | | | | |
Exercise Price | | | | | | | | |
$6.26-9.38 | | | 7,800 | | | $ | 6.26 | | | | | | | | | |
9.57-13.84 | | | 54,826 | | | | 10.79 | | | | | | | | | |
14.68-21.03 | | | 157,170 | | | | 16.13 | | | | | | | | | |
21.96-27.69 | | | 24,000 | | | | 24.83 | | | | | | | | | |
33.67-43.79 | | | 21,863 | | | | 43.79 | | | | | | | | | |
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| | | 265,659 | | | $ | 17.8 | | | | | | | | | |
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Stock Options |
The Company accounts for stock option-based compensation by estimating the fair value of options granted using a Black-Scholes option valuation model. The Company recognizes the expense for grants of stock options on a straight-line basis in the statement of operations as general and administrative expense based on their fair value over their requisite service periods. At September 30, 2013, the Company had stock-based compensation plans, all previously approved by the Company’s shareholders. Stock options and restricted stock awards granted under these plans generally vest ratably over one to three years of service. Stock options have a contractual life of five to ten years and provide for accelerated vesting if there is a change in control, as defined in the plans. At September 30, 2013, the Company had 1,099,500 shares available for future grant under its stock option plans. Stock options awarded to Directors generally have the same terms and valuation as those awarded to employees of the Company. For stock options issued during the three months ended September 30, 2013 and September 30, 2012, the following assumptions were used to determine fair value: |
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| | Three Months Ended September 30, 2013 | | | | | | | | | |
Assumptions used: | | 2013 | | | 2012 | | | | | | | | | |
Expected term (in years) | | | 5 years | | | | 5 years | | | | | | | | | |
Expected volatility | | | 49 | % | | | 47 | % | | | | | | | | |
Risk free interest rate | | | 0.81 | % | | | 1.3 | % | | | | | | | | |
Expected dividend | | | 1 | % | | | 1 | % | | | | | | | | |
Fair Value | | $ | 21.68 | | | $ | 23.74 | | | | | | | | | |
At September 30, 2013, the Company had $3,819,000 of unrecognized compensation costs related to non-vested stock options and restricted stock awards that are expected to be recognized over a weighted average period of approximately two years. |
For the three months ended September 30, 2013 and 2012, the Company recorded stock-based compensation expense for stock options and restricted stock awards of $592,000 and $458,000, respectively, and for the six months ended September 30, 2013 and 2012, the Company recorded stock-based compensation expense for stock options and restricted stock awards of $1,921,000 and $1,530,000, respectively, which has been included in general and administrative expenses. The Company’s total stock-based compensation related expense reduced both basic and diluted earnings per share by $0.03 and $0.02 for each of the three months ended September 30, 2013 and 2012, respectively, and by $0.09 and $0.07 for the six months ended September 30, 2013 and 2012, respectively. |
The expected term of options granted is the safe harbor period. The volatility is based on historic volatilities from the traded shares of the Company over the past two and one-half years. The risk-free interest rate for periods matching the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend is based on the historic dividend of the Company. The Company has analyzed the forfeitures of stock and option grants and has used a ten percent forfeiture rate in the expense calculation. |
Restricted Stock |
The 2013 Plan provides for grants of restricted common stock and restricted stock units to executives and key employees of the Company. The restricted common stock and restricted stock units are valued based on the Company’s market value of common stock on the date of grant and the amount of any award is expensed over the requisite service period which approximates two to three years. If grantees are retirement eligible and awards would either fully vest upon retirement or continue to vest after retirement, the full amount of the related expense is recognized upon grant. At September 30, 2013, the Company had 16,200 shares of restricted common stock issued and outstanding and 41,723 unvested restricted stock units outstanding under the 2007 Plan and 500 shares of restricted common stock were issued and outstanding under the 2013 Plan. The shares of restricted common stock awarded have voting rights and participate equally in all dividends and other distributions duly declared by the Company’s Board of Directors. |
Compensation expenses associated with restricted stock awards totaled $175,000 and $192,000 for the three months ended September 30, 2013 and 2012, respectively, and $262,000 and $319,000 for the six months ended September 30, 2013 and 2012, respectively. Compensation expenses associated with restricted stock units totaled $115,000 and $120,000 for the three months ended September 30, 2013 and 2012, respectively, and $404,000 and $333,000 for the six months ended September 30, 2013 and 2012, respectively. The Company recognizes the expense for grants of restricted stock and restricted stock units on a straight-line basis in the statement of operations as general and administrative expense based on their fair value over their requisite service periods. At September 30, 2013, unamortized compensation expense of restricted stock totaled $516,000 and of restricted stock units totaled $987,000. The unamortized expense as of September 30, 2013 is expected to be recognized over a weighted-average period of 1.5 years for restricted stock and 2.0 years for restricted stock units. |
Restricted stock and restricted stock unit award activity under the Plans during the six months ended September 30, 2013 and 2012 is summarized as follows: |
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| | 2013 | | | 2012 | |
Restricted Shares | | Shares | | | Weighted- | | | Shares | | | Weighted- | |
Average | Average |
Grant | Grant Date Fair |
Date Fair Value | Value |
Non-vested shares at March 31, | | | 42,820 | | | $ | 19.33 | | | | 100,899 | | | $ | 11.61 | |
Awarded | | | 8,000 | | | | 53.91 | | | | 8,700 | | | | 33.73 | |
Vested | | | (34,120 | ) | | | 15.66 | | | | (65,654 | ) | | | 9.42 | |
Forfeited | | | — | | | | — | | | | (1,125 | ) | | | 12.45 | |
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Non-vested shares at September 30, | | | 16,700 | | | $ | 43.4 | | | | 42,820 | | | $ | 19.33 | |
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| | 2013 | | | 2012 | |
Restricted Stock Units | | Shares | | | Weighted- | | | Shares | | | Weighted- | |
Average | Average |
Grant Date Fair | Grant Date Fair |
Value | Value |
Non-vested shares at March 31, | | | 41,607 | | | $ | 27.35 | | | | 39,729 | | | $ | 18.31 | |
Granted | | | 17,976 | | | | 42.99 | | | | 14,243 | | | | 43.79 | |
Vested | | | (16,643 | ) | | | 23.75 | | | | (11,899 | ) | | | 15.77 | |
Forfeited | | | (1,217 | ) | | | 27.6 | | | | — | | | | — | |
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Non-vested shares at September 30, | | | 41,723 | | | $ | 35.52 | | | | 42,073 | | | $ | 27.65 | |
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