Annual report pursuant to Section 13 and 15(d)

Common Stock and Stockholders' Equity

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Common Stock and Stockholders' Equity
 12 Months Ended
Dec. 31, 2011
Common Stock and Stockholders' Equity [Abstract]  
Common Stock and Stockholders' Equity

Note 9 — Common Stock and Stockholders’ Equity

Stock Plans — The Company’s employee and non-employee director stock plans are summarized as follows:

The 2010 Long-Term Incentive Plan (2010 Plan) was approved by the stockholders at the Annual Meeting of Stockholders on May 7, 2010. The 2010 Plan authorizes the compensation committee or the board of directors to issue stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based awards and other types of awards in cash or stock to key employees, consultants, and directors. The maximum number of shares of our common stock that may be delivered pursuant to the awards granted under the 2010 Plan is 5,800,000 shares of common stock.

The 2005 Long-Term Incentive Plan (2005 Plan) was approved by the stockholders at the Annual Meeting of Stockholders on April 27, 2005. The 2005 Plan authorizes the compensation committee or the board of directors to issue stock options, stock grants and various types of incentive awards in cash or stock to key employees, consultants and directors. During 2008 we obtained stockholder’s approval to increase the total number of common shares available for future awards under the 2005 Plan. This amendment to the 2005 Plan was approved by stockholders at our Annual Meeting on March 21, 2008. No further grants can be made under this plan.

The Amended and Restated 1997 Stock Plan (“1997 Stock Plan”) authorized 8,800,000 shares available for grant to officers and key employees. The 1997 Plan was frozen as of April 27, 2005, the date on which the 2005 Plan (as defined above) was approved by shareholders.

Information regarding the Company’s Long-Term Incentive plans is summarized below:

 

                 

Nonvested Shares

   Shares
(000) 		    Weighted
Average
Grant-Date
Fair Value 		 

Nonvested at January 1, 2011

     3,469,163     $ 4.00  

Granted

     1,457,039       5.61  

Vested

     (1,930,968 )      3.57  

Forfeited

     (181,825 )      4.38  
   

 

 

          

Nonvested at December 31, 2011

     2,813,409     $ 6.91  
   

 

 

          

In 2011 and 2010, we issued 1,457,039 and 2,278,189, respectively, of restricted shares to selected key personnel. Total stock-based compensation expense recognized for the years ended December 31, 2011, 2010, and 2009 was $5.9 million, $5.5 million, and $4.6 million, respectively, all of which was related to nonvested stock. The weighted-average grant-date fair value of restricted shares granted during 2010 and 2009 was $4.54 and $1.98, respectively. The total fair value of the shares vested during the years ended December 31, 2011, 2010, and 2009 was $6.9 million, $4.1 million, and $7.5 million, respectively. The fair value of RSA’s and RSU’s is determined based on the closing trading price of the company’s shares on the grant date. Stock-based compensation expense is included in our consolidated statements of operations in both “General and administration expense” and “Operating expenses”.

Non-vested restricted stock awards and restricted stock units at December 31, 2011 was 2,813,409 shares and total unrecognized compensation cost related to unamortized non-vested stock awards was $8.2 million as of December 31, 2011. The remaining unrecognized compensation cost related to non-vested stock awards will be amortized over a weighted-average vesting period of approximately 22 months.

For the year ended December 31, 2011, the restricted stock vestings resulted in a tax benefit that was more than the deferred tax asset previously recognized. As a result, an excess tax benefit of $1.5 million was recorded to “Capital in excess of par value.”

During the year ended December 31, 2011, we granted to certain of our officers and key employees a total of 44,500 performance units under the 2010 Long Term Incentive Plan. Subsequent to the award of these performance units, 2,424 units were forfeited during 2011. During the year ended December 31, 2010, we granted to certain of our officers and key employees a total of 35,326 and 46,015 performance units under the 2005 Long Term Incentive Plan and the 2010 Long Term Incentive Plan, respectively. Incentive grants included in this issuance were based on the attainment of pre-established performance goals. Each performance unit has a nominal value of $100.00. Awards are dependent upon our total stockholder return and return on capital employed relative to a peer group of companies over a three-year performance period. A maximum of 200 percent of the number of performance units granted may be earned if performance at the maximum level is achieved. Performance units can be settled in cash or stock at the discretion of the compensation committee of the board of directors and are, therefore, accounted for as liability awards and remeasured at each reporting date until settlement. Compensation expense recognized related to the performance units for the years ended December 31, 2011, 2010, and 2009 was $2.1 million, $2.7 million, and $1.6 million, respectively.

Information regarding the Company’s stock option plans is summarized below:

 

                         
    1997 Stock Plan  
    Non-Qualified Options  
    Shares     Weighted
Average
Exercise
Price 		    Weighted
Average
Remaining
Contractual
Term 		 

Outstanding at December 31, 2010

     98,500     $   3.98               —  

Granted

     —       —       —  

Exercised

     (73,500 )      3.91       —  

Forfeited

     —       —       —  

Expired

     (25,000 )      4.20       —  
   

 

 

    

 

 

    

 

 

  

Outstanding at December 31, 2011

     —     $ —       —  
   

 

 

    

 

 

    

 

 

  

As of December 31, 2011, we had no stock options outstanding or exercisable.

The Company had 1,709,963 and 1,631,511 shares held in treasury stock at December 31, 2011 and 2010, respectively. The total intrinsic value of options exercised during the years ended December 31, 2011, 2010 and 2009 was $0.5 million, $0 and $0.2 million, respectively.

Stock Reserved for Issuance — The following is a summary of common stock reserved for issuance:

 

                 
    December 31,  
    2011     2010  

Stock plans

     8,645,057       9,441,168  

Stock bonus plan

     24,666       24,666  
   

 

 

    

 

 

  

Total shares reserved for issuance

     8,669,723       9,465,834