STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2014

STOCKHOLDERS' EQUITY [Abstract]

STOCKHOLDERS' EQUITY

9.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 vest ratably on the grant date and the first through fourth anniversaries of the grant date except for the service-based restricted shares granted on March 2, 2012 which vest fully on the first anniversary of the grant date.

On June 2, 2014 and December 18, 2014, performance-based shares were granted which vest over three 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, 2015 and ending December 31, 2017 and (ii) the attainment of earnings before interest, taxes, depreciation and amortization targets during each of the fiscal years ended December 31, 2015 through 2017.  There is no vesting period on the right to vote or the right to receive dividends on any of the restricted shares.

On April 29, 2013, 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, 2013 and ending December 31, 2016 and (ii) the attainment of earnings before interest, taxes, depreciation and amortization targets during each of the fiscal years ended December 31, 2013 through 2016.  There is no vesting period on the right to vote or the right to receive dividends on any of the restricted shares.

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 on the first 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.

In 2014, 2013 and 2012, the Company completed a net share settlement for 144,983, 140,475 and 102,438 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 2014, 2013 and/or 2012, creating taxable income for the employee.   At the employees’ request, the Company will pay these taxes on behalf of the employees in exchange for the employees returning an equivalent value of restricted shares or stock options to the Company.  These transactions resulted in a decrease of approximately $0.4 million, $0.8 million and $0.5 million in 2014, 2013 and 2012, respectively, to equity 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, 2012		1,341,084		$	7.79
Granted		434,308			5.62
Cancelled		(33,529	)		16.70
Vested		(493,917	)		7.41
Nonvested restricted stock outstanding at December 31, 2013		1,247,946			6.77
Granted		337,100			3.50
Cancelled		(178,792	)		6.47
Vested		(480,435	)		5.36
Nonvested restricted stock outstanding at December 31, 2014		925,819			5.04

The restricted stock expense for each of the years ended December 31, 2014, 2013 and 2012 was $2.5 million, $2.9 million and $4.0 million, respectively. The unrecognized restricted stock expense as of December 31, 2014 and 2013 was $4.2 million and $7.4 million, respectively.  As of December 31, 2014, unrecognized restricted stock expense will be expensed over the weighted-average period of approximately 2.12 years.  As of December 31, 2014, outstanding restricted shares under the LTIP had an aggregate intrinsic value of $2.6 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. During 2014 and 2013 there were no new stock option grants.  The weighted average fair values of options granted during 2012 was $2.52 using the following weighted average assumptions for grants:

	At December 31, 2012
Expected volatility		51.25	%
Expected dividend yield		4	%
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 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 based on historical experience. The risk-free 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 2012 expected dividend yield presumes a set dividend rate based on the current dividend yield.

The following is a summary of transactions pertaining to the option plans:

	Shares			Weighted  Average Exercise Price Per Share		Weighted  Average Remaining  Contractual  Term	Aggregate Intrinsic Value
Outstanding December 31, 2011		533,375		$	16.60	4.68 years	$	-
Granted		157,000			7.79
Cancelled		(34,500	)		12.26			-
Outstanding December 31, 2012		655,875			14.72	4.89 years		-
Cancelled		(108,750	)		14.64			-
Outstanding December 31, 2013		547,125			14.73	4.56 years		-
Cancelled		(122,958	)		18.49
Outstanding December 31, 2014		424,167			13.65	4.18 years		-
Vested or expected to vest as of December 31, 2014		415,035			13.77	4.11 years		-
Exercisable as of December 31, 2014		378,507			14.35	3.82 years		-

As of December 31, 2014, unrecognized pre-tax compensation expense for all unvested stock option awards is approximately $20 thousand which will be expensed over the weighted-average period of approximately 0.2 years.

The following table presents a summary of options outstanding at December 31, 2014:

	At December 31, 2014
	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		232,334		5.27	$	9.50		186,674	$	9.92
$14.00-$19.99		133,333		2.50		17.86		133,333		17.86
$20.00-$25.00		58,500		3.67		20.48		58,500		20.48
		424,167		4.18		13.65		378,507		14.35