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Stock-Based Compensation
6 Months Ended
Sep. 30, 2012
Stock-Based Compensation [Abstract]  
Stock-Based Compensation
Note 4: Stock-Based Compensation

Stock-based compensation consists of stock options, restricted stock granted for retention and performance and discretionary unrestricted stock.  Compensation cost is calculated based on the fair value of the instrument at the time of grant, and is recognized as expense over the vesting period of the stock-based instrument.  Modine recognized stock-based compensation cost of $672 and $1,738 for the three months ended September 30, 2012 and 2011, respectively.  Modine recognized stock-based compensation cost of $1,564 and $2,578 for the six months ended September 30, 2012 and 2011, respectively.  The performance component of awards granted under the long-term incentive plan during the first quarter of fiscal 2013 is based on consolidated target return on average capital employed (ROACE) (weighted at 50 percent), cumulative revenue over the three year performance period (weighted at 25 percent), and a target European ROACE at the end of the three year performance period (weighted at 25 percent).  The Company currently considers the attainment of the consolidated ROACE and European ROACE components to be probable.  ROACE is defined as operating income adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and cash restructuring and repositioning charges, multiplied by 70 percent to account for an assumed 30 percent income tax rate, and further adjusted to exclude earnings (or losses) attributable to minority shareholders; divided by total debt plus shareholders' equity.  Cumulative revenue is the Company's net sales over the performance period.  European ROACE is defined as the Europe segment operating income, less research and development charges to the Company's corporate expenses, adjusted to exclude unusual, non-recurring or extraordinary non-cash charges and cash restructuring and repositioning charges, multiplied by 70 percent to account for an assumed 30 percent income tax rate; divided by Europe segment total assets, less cash and cash equivalents and Europe segment total liabilities, excluding debt.

The following tables present the fair market value of stock-based compensation awards granted during the three and six months ended September 30, 2012 and 2011:

   
Three months ended September 30,
 
   
2012
  
2011
 
      
Fair Value
     
Fair Value
 
   
Shares
  
Per Award
  
Shares
  
Per Award
 
Stock options
  5  $5.58   141  $10.45 
Unrestricted stock
  -   -   28  $14.93 
Restricted stock - retention
  15  $6.93   63  $14.93 
Restricted stock - performance based
  -   -   190  $14.93 

   
Six months ended September 30,
 
   
2012
  
2011
 
      
Fair Value
     
Fair Value
 
   
Shares
  
Per Award
  
Shares
  
Per Award
 
Stock options
  243  $4.26   141  $10.45 
Unrestricted stock
  -   -   28  $14.93 
Restricted stock - retention
  368  $5.80   63  $14.93 
Restricted stock - performance based
  353  $5.75   190  $14.93 

The accompanying table sets forth the assumptions used in determining fair value for options:

   
Six months ended September 30,
   
2012
 
2011
Expected life of awards in years
 
6.3
 
6.3
Risk-free interest rate
 
0.86%
 
1.93%
Expected volatility of the Company's stock
 
87.35%
 
79.56%
Expected dividend yield on the Company's stock
 
0.0%
 
0.0%

As of September 30, 2012, the total remaining unrecognized compensation cost related to the non-vested stock-based compensation awards, which will be amortized over the weighted average remaining service periods, was as follows:

   
Unrecognized Compensation Cost
  
Weighted Average
Remaining Service
Period in Years
 
Stock options
 $1,403   2.1 
Restricted stock - retention
  3,341   3.2 
Restricted stock - performance
  1,717   2.3 
Total
 $6,461   2.7