STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2012

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

5. STOCKHOLDERS' EQUITY

Restricted Stock

The Company has two stock incentive plans:  a Long-Term Incentive Plan (the "LTIP") and a Non-Employee Directors Restricted Stock Plan (the "Non-Employee Directors Plan").

Under the LTIP, certain employees received awards of restricted shares of common stock based on service and performance.  The number of shares granted to each employee is based on the fair market value of a share of common stock on the date of grant.

All service-based restricted shares granted prior to February 23, 2011 vest ratably on the first through fifth anniversaries of the grant date.  The service-based restricted shares granted on or after February 23, 2011 through December 31, 2011 vest ratably on the grant date and the first through fourth anniversaries of the grant date.  The service-based restricted shares that were granted on March 2, 2012 vest on March 2, 2013.

On April 29, 2011, performance-based shares were granted which vest over four years based upon the attainment of (i) a specified operating income margin during any one or more of the fiscal years in the period beginning January 1, 2011 and ending December 31, 2014 and (ii) the attainment of earnings before interest, taxes, depreciation and amortization targets during each of the fiscal years ended December 31, 2011 through 2014.  There is no vesting period on the right to vote or the right to receive dividends on any of the restricted shares.

Pursuant to the Non-Employee Directors Plan, each non-employee director of the Company receives an annual award of restricted shares of common stock on the date of the Company's annual meeting of shareholders.  The number of shares granted to each non-employee director is based on the fair market value of a share of common stock on that date.  The restricted shares vest ratably on the first through third anniversary of the grant date; however, there is no vesting period on the right to vote or the right to receive dividends on these restricted shares.  Beginning in 2010, all new awards of restricted shares of common stock granted under the Non-Employee Directors Plan vest fully on the first anniversary of the grant date.

For the three months ended March 31, 2012 and 2011, the Company completed a net share settlement for 20,659 and 23,363 restricted shares and stock options exercised, respectively, on behalf of certain employees that participate in the LTIP upon the vesting of the restricted shares pursuant to the terms of the LTIP or exercise of the stock options.  The net share settlement was in connection with income taxes incurred on restricted shares or stock option exercises that vested and were transferred to the employee during 2012 and/or 2011, creating taxable income for the employee.   At the employees' request, the Company will pay these taxes on behalf of the employees in return for the employees returning an equivalent value of restricted shares or stock options to the Company.  This transaction resulted in a decrease of approximately $0.2 million and $0.4 million for the three months ended March 31, 2012 and 2011, respectively, to equity on the consolidated balance sheets as the cash payment of the taxes effectively was a repurchase of the restricted shares or stock options granted in previous years.

The following is a summary of transactions pertaining to restricted stock:

	Shares			Weighted  Average Grant Date Fair Value  Per Share
Nonvested restricted stock outstanding at December 31, 2011		501,551		$	16.10
Restricted stock awarded		86,000			7.79
Restricted stock vested		(57,465	)		14.53
Restricted stock forfeited		-			-
Nonvested restricted stock outstanding at March 31, 2012		530,086			14.92

The recognized restricted stock expense for the three months ended March 31, 2012 and 2011 was $0.8 million and $1.1 million, respectively. The unrecognized restricted stock expense as of March 31, 2012 and 2011 was $6.6 million and $5.9 million, respectively.  As of March 31, 2012, outstanding restricted shares under the LTIP had aggregate intrinsic value of $4.2 million.

Stock Options

The fair value of the stock options used to compute stock-based compensation is the estimated present value at the date of grant using the Black-Scholes option pricing model.  The weighted average fair values of options granted during the three months ended March 31, 2012 was $2.52 using the following weighted average assumptions for grants:

	As of March 31, 2012
Expected volatility		51.25	%
Expected dividend yield		3.59	%
Expected life (term)	4.65 years
Risk-free interest rate		0.87	%
Weighted-average exercise price during the year	$	7.79

The expected volatility considers the volatility of the Company's common stock that has been traded for a period commensurate with the expected life.  The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate used is based on the published U.S. Treasury yield curve in effect at the time of grant for instruments with a similar life.

The following is a summary of transactions pertaining to stock options:

	Shares		Weighted  Average  Exercise Price  Per Share		Weighted  Average Remaining  Contractual  Term	Aggregate  Intrinsic Value  (in thousands)
Outstanding December 31, 2011		533,375	$	16.60	4.68 years	$	-
Granted		157,000		7.79	9.93 years		19
Canceled		-		-
Exercised		-		-			-
Outstanding March 31, 2012		690,375		14.60	5.68 years		19
Vested or expected to vest		651,110		14.85	5.44 years		15
Exercisable as of March 31, 2012		494,048		16.29	4.14 years		-

As of March 31, 2012, the unrecognized pre-tax compensation expense for all unvested stock option awards was $0.6 million.  This amount will be expensed over the weighted-average period of approximately 2.73 years.

The following table presents a summary of stock options outstanding:

		At March 31, 2012
		Stock Options Outstanding						Stock Options Exercisable
Range of Exercise Prices		Shares		Contractual Weighted Average Life (years)		Weighted Average Price		Shares		Weighted Exercise Price
$	4.00-$13.99		290,792		7.80	$	9.71		133,792	$	11.96
$	14.00-$19.99		277,083		3.95		16.42		262,421		16.22
$	20.00-$25.00		122,500		4.57		22.07		97,835		22.40
			690,375		5.68		14.60		494,048		16.29