Quarterly report pursuant to Section 13 or 15(d)

Share Based Payments

v2.4.0.6
Share Based Payments
 6 Months Ended
Mar. 31, 2013
Share-Based Payments [Abstract]  
Share-Based Payments
Note 6.   Share-Based Payments

The Company maintains an equity incentive plan (the "2007 Equity Incentive Plan") that provides for the grants of stock options, restricted shares, stock-based performance units and certain other types of stock-based awards.  The Company also maintains a stock incentive plan (the "1992 Incentive Stock Plan") that previously provided for grants of stock options, restricted shares and certain other types of stock-based awards.  In February 2013, the Company's shareholders approved the adoption of a new plan, the 2012 Equity Incentive Plan ("the 2012 Plan"), that provides for the grants of stock options, restricted shares, stock-based performance units and certain other types of stock-based awards.  Under the 2012 Plan, which has a ten-year term, the maximum number of shares available for grants or awards is an aggregate of 2,500,000.  There will be no further grants under the 2007 Equity Incentive Plan or the 1992 Incentive Stock Plan.  At March 31, 2013, there were 2,500,000 shares reserved for future issuance under the 2012 Equity Incentive Plan. All plans are administered by the Compensation Committee of the Board of Directors.

The option price for each stock option granted under either plan may not be less than the fair market value of the Company's common stock on the date of grant.  Outstanding stock options are generally exercisable in one-third increments upon the attainment of pre-defined levels of appreciation in the market value of the Company's Class A Common Stock.  In addition, options generally vest in one-third increments after three, four and five years, respectively, from the grant date (but, in any event, not until the attainment of the market value thresholds).  The options expire on the earlier of ten years from the date of grant, upon employment termination, or within specified time limits following voluntary employment termination (with the consent of the Company), retirement or death.  The Company generally settles employee stock option exercises with treasury shares.  With respect to outstanding restricted share grants, for grants made prior to fiscal 2013, generally one-half of the shares vest on the third anniversary of the grant, with the remaining one-half of the shares vesting in one-third increments upon attainment of pre-defined levels of appreciation in the market value of the Company's Class A Common Stock.  For grants made in fiscal 2013, generally one-half of the shares vest on the third anniversary of the grant, one-quarter of the shares vest in one-third increments upon the attainment of pre-defined levels of adjusted earnings per share, and the remaining one-quarter of the shares vest in one-third increments upon attainment of pre-defined levels of appreciation in the market value of the Company's Class A Common Stock.  Additionally, restricted shares cannot vest until the first anniversary of the grant date.  Unvested restricted shares generally expire on the earlier of five years from the date of grant, upon employment termination, or within specified time limits following voluntary employment termination (with the consent of the Company), retirement or death.  The Company issues restricted shares from treasury shares.

For the three-month periods ended March 31, 2013 and 2012, total stock-based compensation cost totaled $1,378 and $1,319, respectively.  For the six-month periods ended March 31, 2013 and 2012, total stock-based compensation cost totaled $2,757 and $2,731, respectively.  The associated future income tax benefit recognized was $537 and $514 for the three-month periods ended March 31, 2013 and 2012, respectively, and $1,075 and $1,065 for the six-month periods ended March 31, 2013 and 2012, respectively.

For the three-month periods ended March 31, 2013 and 2012, the amount of cash received from the exercise of stock options was $48 and $237, respectively. For the six-month periods ended March 31, 2013 and 2012, the amount of cash received from the exercise of stock options was $523 and $265, respectively. In connection with these exercises, the tax benefits realized by the Company were $3 and $19 for the three-month periods ended March 31, 2013 and 2012, respectively, and $66 and $22 for the six-month periods ended March 31, 2013 and 2012, respectively.

The transactions for restricted stock for the six months ended March 31, 2013 were as follows:

         
Weighted-
  
         
average
  
         
grant-date
  
   
Shares
    
fair value
  
Non-vested at September 30, 2012
     551,389     $ 32.56  
Granted
     236,500       25.22  
Vested
     (73,710 )      37.31  
Expired or forfeited
     (42,956 )      30.82  
Non-vested at March 31, 2013
     671,223       29.57  

As of March 31, 2013, the total unrecognized compensation cost related to unvested restricted stock was $6,484 and is expected to be recognized over a weighted average period of 1.8 years.

The transactions for shares under options for the six months ended March 31, 2013 were as follows:

               
Weighted-
        
         
Weighted-
    
average
    
Aggregate
  
         
average
    
remaining
    
intrinsic
  
   
Shares
    
exercise price
    
contractual term
    
value
  
Outstanding, September 30, 2012
     840,282     $ 37.15              
Granted
     -       -              
Exercised
     (23,141 )     22.59              
Expired or forfeited
     (47,683 )     37.09              
Outstanding, March 31, 2013
     769,458       37.60       2.6     $ -  
Exercisable, March 31, 2013
     433,220       36.69       2.4     $ -  

No shares were earned during the three-month and six-month periods ended March 31, 2013 and 2012, respectively.  The intrinsic value of options (which is the amount by which the stock price exceeded the exercise price of the options on the date of exercise) exercised during the six-month periods ended March 31, 2013 and 2012 was $190 and $57, respectively.
 
The transactions for non-vested options for the six months ended March 31, 2013 were as follows:

         
Weighted-average
  
         
grant-date
  
Non-vested shares
  
Shares
    
fair value
  
Non-vested at September 30, 2012
     355,872     $ 11.35  
Granted
     -       -  
Vested
     -       -  
Expired or forfeited
     (19,634 )     12.16  
Non-vested at March 31, 2013
     336,238       11.30  

The fair value of each restricted stock grant is estimated on the date of grant using a binomial lattice valuation model.  The following table indicates the assumptions used in estimating fair value of restricted stock for the periods ended March 31, 2013 and 2012.

   
Six Months Ended March 31,
  
   
2013
    
2012
  
Expected volatility
     29.5 %     30.4 %
Dividend yield
     1.2 %     1.0 %
Average risk free interest rate
     0.6 %     0.9 %
Average expected term (years)
     2.0       2.0  


The risk free interest rate is based on United States Treasury yields at the date of grant. The dividend yield is based on the most recent dividend payment and average stock price over the 12 months prior to the grant date.  Expected volatilities are based on the historical volatility of the Company's stock price.  The expected term represents an estimate of the average period of time for restricted shares to vest.  The option characteristics for each grant are considered separately for valuation purposes.

Under the Company's Director Fee Plan, directors (except for the Chairman of the Board) who are not also officers of the Company each receive, as an annual retainer fee, either cash or shares of the Company's Class A Common Stock equivalent to $60.  The equivalent amount paid to a non-employee Chairman of the Board is $130. Where the annual retainer fee is provided in shares, each director may elect to be paid these shares on a current basis or have such shares credited to a deferred stock account as phantom stock, with such shares to be paid to the director subsequent to leaving the Board.  The value of deferred shares is recorded in other liabilities.  A total of 17,005 shares had been deferred under the Director Fee Plan at March 31, 2013.  Additionally, directors who are not also officers of the Company each receive an annual stock-based grant (non-statutory stock options, stock appreciation rights and/or restricted shares) with a value of $100.  A total of 22,300 stock options have been granted under the plan.  At March 31, 2013, 11,800 options were outstanding and vested. Additionally, 103,150 shares of restricted stock have been granted under the plan, 38,227 of which were unvested at March 31, 2013.  A total of 300,000 shares have been authorized to be issued under the Director Fee Plan.